Common use of Letters of Credit Clause in Contracts

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower and in the name of the Parent Guarantor or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Funding Date until 30 5 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the lesser of (x) the Unused Letter of Credit Facility Amount at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually either (i) upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III or (ii) automatically unless such Issuing Bank has notified the Borrower beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 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”"); provided that (i) the applicable Issuing Bank shall not give a Notice of Termination unless (x) such Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or (y) the applicable conditions set forth in Article III are not satisfied at such time and (Bii) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed or terminated and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally severally, but not jointly, agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to issue on its behalfor better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 2.4(d), agrees to issue trade and standby (or cause its Affiliate that is a commercial bank to issue on its behalfx) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing US Letters of Credit, the “Letters of Credit”), Credit in an Approved Currency for the account of any US Borrower, or the account of such US Borrower from time to time for the benefit of any Restricted Subsidiary, and (y) Canadian Letters of Credit in an Approved Currency for the account of any Canadian Borrower, or the account of such Canadian Borrower for the benefit of any Restricted Subsidiary, in each case on any Business Day during the period applicable Availability Period in such form as may be approved from the date hereof until 30 days before the Maturity Date in respect time to time by such Issuing Bank; provided, that no Issuing Bank shall have any obligation to issue any US Letter of the Revolving Credit Facility in an aggregate Available Amount if, after giving effect to such issuance, (i) for all the LC Exposure with respect to US Letters of Credit not to would exceed at any time the Letter of Credit Facility at such timeUS LC Sublimit, (ii) for all the Total US Revolving Credit Exposure would exceed the US Line Cap at such time or (iii) the Total Revolving Credit Exposure would exceed the Line Cap at such time; provided, further, that no Issuing Bank shall have any obligation to issue any Canadian Letter of Credit if, after giving effect to such issuance, (I) the LC Exposure with respect to Canadian Letters of Credit issued by such Issuing Bank not to would exceed such Issuing Bank’s Letter of the Canadian LC Sublimit, (II) the Total Canadian Revolving Credit Commitment Exposure would exceed the Canadian Line Cap at such time, and time or (iiiIII) for each such Letter of the Total Revolving Credit not to Exposure would exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders Line Cap at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Subject to the Issuing Bank that issued such Standby Letter of Credit terms and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveherein, the Borrower Representative may request the issuance of Letters of Credit under for its own account or for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is three (3) Business Days prior to the Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable to the Issuing Bank and the Agent); provided, further, that, notwithstanding anything to the contrary herein, no Issuing Bank shall have any obligation to issue any US Letter of Credit or Canadian Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency between the terms and conditions of this Section 2.01(b)Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower Representative to, repay or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) Credit, the terms and request the issuance conditions of additional Letters this Agreement shall control. Any purported grant of Credit under this Section 2.01(b)a security interest in any LC Document shall be null and void.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally Provided that no Event of Default or ----------------- Unmatured Default then exists, Lender agrees, on subject to the terms and conditions hereinafter set forthfollowing additional conditions, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time one or more Letters of Credit on any Business Day during the period from the date hereof until 30 days before the Maturity Date Lender's standard form and otherwise in respect of the Revolving Credit Facility form and substance acceptable to Lender in an aggregate Available Amount (i) for all Letters of Credit amount not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof$850,000; provided, however, that the terms of each Standby prior to and as a condition to Lender being obligated to issue any Letter of Credit that is automatically renewable annually Credit, Borrowers shall (x) require the Issuing Bank that issued such Standby Letter of Credit pay to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, Lender an issuance fee equal to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect 1% of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, amount thereof and such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal issuance fee shall be deemed to have be fully earned upon the payment thereof. Any amounts disbursed by Lender under a Letter of Credit at any time and from time to time shall be deemed disbursements of proceeds of the Loan and shall be due and payable by Borrowers to Lender upon written demand from Lender, together with interest thereon until paid at the Default Rate. If any Letter of Credit is outstanding on the Business Day immediately preceding the Maturity Date of the Loan (or if an amount has then been so delivered for all purposes under this Agreement. Within drawn on a Letter of Credit which has not been reimbursed or repaid), Lender may demand delivery of cash collateral in an amount equal to the limits then outstanding Letter of Credit Liability, and such cash collateral may be retained by Lender until such time as the Letter of Credit Facility, and subject Liability is reduced to $0. Lender may apply such cash collateral to the limits referred to above, payment of any amounts thereafter drawn on the Borrower may request the issuance of Letters of Credit which have not been reimbursed or repaid to Lender by Borrowers. The failure to deliver such cash collateral upon demand shall constitute an immediate Event of Default under this Section 2.01(b), repay the Loan Documents. So long as any Letter of Credit Advances resulting from drawings thereunder pursuant is outstanding, Lender shall not be required to Section 2.04(c) issue a full release of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, if and request to the issuance of additional extent any outstanding Letters of Credit under this Section 2.01(b)are reduced or released without having been drawn upon, Borrowers shall have the right to borrow the amount of any such reduction or release, provided that the principal amount of the Loan outstanding at such time is not greater than 52% of the appraised value of the Real Property then subject to the lien of the Loan Documents, as determined by Lender.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions set forth in any Letter of Credit Agreement and hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) stand-by letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars or any Committed Currency for the account of the any Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (based in respect of any 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, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing No Issuing Bank shall continue be obligated to issue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing hereunder if such issuance would conflict with, or cause such Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Creditexceed any limits imposed by, any applicable law. 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 10 Business Days before the Maturity earliest Termination Date in respect for which the aggregate Commitments of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date Lenders (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect extensions of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank Date pursuant to Section 2.20) are not equal to or greater than the immediately preceding sentence, such Standby Letter aggregate Available Amount of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of 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. (a) Issuance of Letters of Credit. Each Issuing Bank severally L/C Issuer agrees, on the terms and conditions hereinafter set forth, to issue (or cause any of its Affiliate Affiliates that is constitute a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit in Dollars for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 the day that is thirty days before prior to the Scheduled Maturity Date in respect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day); provided that after giving effect to any L/C Credit Extension, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Revolving Credit Facility in an aggregate Available Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount (i) for of all Letters L/C Obligations, plus such Lender’s Applicable Percentage of Credit the Outstanding Amount of all Swing Line Loans shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing BankLender’s Letter of Revolving Credit Commitment at such timeCommitment, and (iii) for each such the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of CreditSublimit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (Ax) in the case of a Standby Letter of Credit one year 12 months after the date of its issuance thereofor (y) five Business Days before the Scheduled Maturity for the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit L/C Issuer and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III IV unless such Issuing Bank the L/C Issuer has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (xA) require the Issuing Bank that issued such Standby Letter of Credit L/C Issuer to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (yB) 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 (zC) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days five Business Days before the Scheduled Maturity Date in respect of for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank L/C Issuer pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.03(a), repay any Letter of Credit L/C Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(e) and request the issuance of additional Letters of Credit under this Section 2.01(b2.03(a).

Letters of Credit. Each (a) Immediately upon the issuance of each Letter of Credit hereunder, each Bank shall be deemed to and hereby agrees to have irrevocably purchased from the Issuing Bank severally agrees, on the terms a participation in such Letter of Credit and conditions hereinafter set forth, any drawing thereunder in an amount equal to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect Bank's pro rata share of the Revolving Credit Facility Commitment to the same extent and with the same effect as if such Bank had issued such Letter of Credit. Accordingly, each Bank shall, pursuant to the provisions of Section 2.10(b) hereof, remit to Agent, in immediately available funds, an aggregate Available Amount (i) for all Letters of Credit not amount that is in the same proportion to exceed at any time the amount drawn under the Letter of Credit Facility at as such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect 's share of the Revolving Credit Facility Commitment, plus interest on such amount, at the rate set forth in Section 2.10(b) hereof, payable from the date of such drawing to the date such Bank initiates payment of such amount to Agent. Borrower and (A) in the case Banks hereby agree that amounts paid by or on behalf of a Standby Banks under and pursuant to each Letter of Credit one year after shall constitute Base Rate Loans made under Section 2.1(a). Each Bank's obligation to make the Base Rate Loans referred to in this Section 2.2 shall continue despite the occurrence of any Event of Default or Unmatured Event of Default or any inability of Borrower to require that such Bank fund its pro rata share of the Revolving Credit Facility Commitment, including any inability resulting from the operation of Sect.365(c)(2)of the federal Bankruptcy Code or otherwise. Borrower acknowledges and agrees that, anything herein to the contrary notwithstanding, in the event of a bankruptcy of Borrower, should Banks be precluded or restricted from making Loans to Borrower secured by the Collateral and entitled to all the benefits and protections of the Loan Documents, then, in the event of any draw under any Letter of Credit, the reimbursement claim of the Issuing Bank against Borrower for the amount paid by the Issuing Bank with respect to such draw shall be treated in all respects as if it were a Loan made by the Issuing Bank on the date that the Issuing Bank honored such draw (including for purposes of issuance thereofaccruing interest), but may by its terms be renewable annually and, upon notice (a “Notice of Renewal”) given paying to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date Bank's share 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require amount paid by the Issuing Bank that issued in connection with such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationdraw, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to each Bank shall hold a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even corresponding participation interest in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Bank's reimbursement claim against Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby and trade letters of credit (each, a "Letter of Credit") denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), or any Committed Currency for the account of the any Borrower (or on behalf of Subsidiaries specified by any Borrower) from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility 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, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. 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 Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, 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(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally agrees, on Subject to the terms and conditions hereinafter set forthforth in this Credit Agreement, upon written request of the Borrower delivered to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters the Issuing Bank and upon the execution and delivery by the Borrower of credit denominated in U.S. Dollars (such letters of credit, together Reimbursement Agreements with the Existing Issuing Bank (with a copy to the Agent), the Issuing Bank shall issue, extend and renew at any time from the Closing Date until the Maturity Date, and subject to the satisfaction of the conditions precedent set forth in Sections 9 and 10 hereof, Letters of Credit, Credit in such form as the “Letters of Credit”), Borrower and the Issuing Bank may agree for the account of the Borrower from or any of its Subsidiaries, PROVIDED that at no time to time on any Business Day during shall the period from the date hereof until 30 days before the Maturity Date in respect Maximum Drawing Amount of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to outstanding exceed at any time $300,000,000 or, if less, the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such timeTotal Commitment, and PROVIDED FURTHER that at no time shall the sum of (iiia) for each such Letter the aggregate principal amount of Credit not to all Syndicated Loans outstanding, PLUS (b) the aggregate principal amount of all Swing Line Loans outstanding, PLUS (c) the aggregate principal amount of all Competitive Bid Loans outstanding, PLUS (d) the aggregate Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timeTotal Commitment then in effect. The Existing Issuing Bank shall continue any Existing Letters of Credit, Each written request for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit hereunder shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may be received by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the proposed date of issuance, PROVIDED that the proposed renewal Issuing Bank shall use its best efforts to issue such Letter of Credit within five (5) Business Days following its receipt of any written request therefor. The expiry dates, amounts and beneficiaries of the Letters of Credit will be as agreed by the Borrower and the Issuing Bank in the applicable Reimbursement Agreement. In the event of any conflict between the terms of this Credit Agreement and such Reimbursement Agreement, the terms of this Credit Agreement shall control. The Borrower may request, and the Issuing Bank upon terms and conditions approved by the Borrower shall issue, substitute Letters of Credit for 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 Issuing Bank hereunder shall identify: (i) the dates of issuance and expiry of such Standby 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 no later than one year after its date of issuance unless renewed by the Issuing Bank in accordance with the terms of such Letter of Credit. In no event shall any Letter of Credit issued hereunder expire after the date that is ten (10) days prior to the Maturity Date. The Issuing Bank shall notify the Agent on the date of each issuance, amendment, extension, renewal or drawing of a Letter of Credit, such notice to include details as to the expiration date, the face amount of such Letter of Credit, the amount drawn under such Letter of Credit and upon fulfillment of such other information as the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank Agent may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)reasonably request.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Maturity Date, but not after the Maturity Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in respect of the Revolving Credit Facility accordance with Section 2.03(e)) and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date (provided such Letter of Credit may have an expiration date after the date that is 30 days before the Maturity Date, but not after the Maturity Date, so long as such Letter of Credit obligates the Borrower to Cash Collateralize such Letter of Credit in respect of the Revolving Credit Facilityaccordance with Section 2.03(e)). If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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). Notwithstanding the foregoing, the expiration date of any Letter of Credit may occur after the Maturity Date; provided, that the Administrative Agent and the Issuing Bank, each acting in its sole discretion, has approved in writing such expiration date (which approval may be conditioned on such terms and conditions (including the Cash Collateralization of such Letter of Credit) as Administrative Agent and the Issuing Bank, each acting in its sole discretion, may determine).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity latest Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (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, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Lenders for which the applicable Termination Date is later than the expiration date of such Letter of Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank provided that issued such Standby any Letter of Credit and the Administrative Agent on or prior to any date which provides 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 automatic one-year extensions(s) of such Standby Letter of Credit and upon fulfillment of expiration date shall be deemed to comply with the foregoing requirement if the applicable Issuing Bank has the unconditional right to prevent any such automatic extension from taking place (and such Issuing Bank shall prevent any such automatic extension from taking place at any time the conditions set forth in Article III unless Section 3.02 are not satisfied, as notified to such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or by any Lender in writing 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”extension) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect first anniversary of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of latest Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. 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 Issuance of Letters of Credit under this Section 2.01(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters such Letters of credit Credit denominated in U.S. Dollars (such letters for the account of creditBorrower, together with and as applicable, at the Existing Letters discretion of Credit, the “Letters of Credit”)Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date approval by Issuing Lender, in respect its sole discretion; and, provided further, that after giving effect to all such Letters of the Revolving Credit Facility in an aggregate Available Amount Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Xxxxxx's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timein accordance with Section 2.3.11. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby such documents are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender shall prohibit, or request that is automatically renewable annually shall (x) require such Issuing Lender refrain from, the Issuing Bank that issued issuance of letters of credit generally or such Standby Letter of Credit in particular or shall impose upon such Issuing Lender with respect to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationrestriction, reserve or capital requirement (yfor which such Issuing Lender is not otherwise compensated hereunder) permit not in effect on the Closing Date, or shall impose upon such beneficiaryIssuing Lender any unreimbursed loss, upon receipt cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; (b) the issuance of such notice, to draw under such Standby Letter of Credit prior would violate one or more policies of such Issuing Lender applicable to letters of credit generally; or (c) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the date delivery of Cash Collateral, satisfactory to such Standby Letter of Credit otherwise would have been automatically renewed and Issuing Lender (zin its sole discretion) not permit with the expiration date Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 11.5) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. SMRH:4838-5569-6023.10 -61- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement An Issuing Lender shall be under no obligation to amend any renewalLetter of Credit if (A) of such Standby Issuing Lender would have no obligation at such time to issue the Letter of Credit in any event to be extended to a date later than 30 days before its amended form under the Maturity Date in respect terms hereof, or (B) the beneficiary of the Revolving Letter of Credit Facility. If either a Notice of Renewal is does not given by accept the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant proposed amendment to the immediately preceding sentence, such Standby Letter of Credit. 2.3.2 Each Request for Letter of Credit shall expire on be submitted to Issuing Lender, with a copy to Administrative Agent, at least two (2) Business Days prior to the date on upon which it otherwise would have been automatically renewed; providedthe related Letter of Credit is proposed to be issued. Administrative Agent shall promptly notify Issuing Lender whether such Request for Letter of Credit, however, that even in and the absence of receipt issuance of a Notice Letter of Renewal the applicable Issuing Bank may in its discretionCredit pursuant thereto, unless instructed conforms to the contrary by the requirements of this Agreement. Upon issuance of a Letter of Credit, Issuing Lender shall promptly notify Administrative Agent, and Administrative Agent or shall promptly notify the BorrowerLenders, deem that of the amount and terms thereof. 2.3.3 Upon the issuance of a Notice Letter of Renewal had been timely delivered and in such caseCredit, a Notice of Renewal each Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit from Issuing Lender in an amount equal to that Xxxxxx’s Pro Rata Share. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that Xxxxxxx Xxxxxx has not been reimbursed by Borrower for any payment required to be made by Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse Issuing Lender through Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so delivered reimburse Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse Issuing Lender for all purposes the amount of any payment made by Issuing Lender under this Agreementany Letter of Credit together with interest as hereinafter provided. Within 2.3.4 Subject to Xxxxxxxx’s right to finance such payment through a Revolving Loan pursuant to Section 2.3.5, Xxxxxxxx agrees to pay to Issuing Lender through Administrative Agent an amount equal to any payment made by Issuing Lender with respect to each Letter of Credit within one (1) Business Day after demand made by Issuing Lender therefor, together with interest on such amount from the limits date of any payment made by Issuing Lender at the rate equal to the then Applicable Base Rate for two (2) Business Days and thereafter, at the Default Rate. The principal amount of any such payment shall be used to reimburse Issuing Lender for the payment made by it under the Letter of Credit Facilityand, and subject to the limits referred extent that the Lenders have not reimbursed Issuing Lender pursuant to aboveSection 2.3.3, the interest amount of any such payment shall be for the account of Issuing Lender. Each Lender that has reimbursed Issuing Lender pursuant to Section 2.3.3 for its Pro Rata Share of any payment made by Xxxxxxx Xxxxxx under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of Xxxxxxx Xxxxxx against Xxxxxxxx for reimbursement of principal and interest under this Section 2.3.4 and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Xxxxxxxx (but only with respect to periods subsequent to the date such Lender reimbursed Xxxxxxx Xxxxxx) with respect to such claim. Upon receipt of any such reimbursement from Xxxxxxxx, Issuing Lender shall pay to Administrative Agent, for the ratable benefit of those Lenders that had reimbursed such Issuing Lender pursuant to Section 2.3.3 for their respective Pro Rata Shares of any payment made by such Issuing Lender under a Letter of Credit to which such reimbursement applies, the amount of such reimbursement. SMRH:4838-5569-6023.10 -62- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement 2.3.5 Borrower may request that a Revolving Loan be made in accordance with Section 2.1 to provide funds for the payment required by Section 2.3.4; provided that, after giving effect to any such Loan, the Revolving Facility Usage does not exceed the Borrowing Availability at such time. The proceeds of such Revolving Loan shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.6 If Borrower fails to make the payment required by Section 2.3.4 within the time period therein set forth, in lieu of the reimbursement to Issuing Lender under Section 2.3.3, Issuing Lender may (but is not required to), without notice to or the consent of Borrower, instruct Administrative Agent to cause Revolving Loans to be made by the Lenders under the Revolving Commitment in an aggregate amount equal to the amount paid by Issuing Lender with respect to that Letter of Credit, provided that such Revolving Loans shall automatically be made as Base Rate Loans. The proceeds of such Loans shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.7 The issuance of Letters any supplement, modification, amendment, renewal, or extension to or of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request shall be treated in all respects the same as the issuance of additional Letters a new Letter of Credit. 2.3.8 Xxxxxxxx’s obligation to reimburse Letter of Credit Obligations as provided in Section 2.3.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Section 2.01(bAgreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. No Indemnified Person shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence)., or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by such Xxxxxxx Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an

Letters of Credit. Each Letters of credit under the Revolving Facility will be issued by the Agent and, if included as an additional Issuing Bank severally agreesBank, on one or more Lenders acceptable to the terms Borrower and conditions hereinafter set forth, the Agent that agree to issue letters of credit (or cause its Affiliate each, an “Issuing Bank”); provided, that is a commercial bank Jefferies shall not be required to issue on its behalf) trade or commercial letters of credit or letters of credit denominated in U.S. Dollars (such currencies other than United States dollars and Credit Suisse shall only be required to issue standby letters of credit; provided, together with further, that each Initial Lender that holds commitments under the Existing Letters of Credit, the “Letters of Credit”), for the account Revolving Facility as of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Closing Date in respect shall have a letter of credit commitment that is proportionate with its commitment under the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters and shall issue letters of Credit credit pro rata based on such letter of credit commitment. Each letter of credit shall expire not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (a) 12 months after its date of issuance (or such longer period as may be agreed by the Maturity Date in respect relevant Issuing Bank and the Borrower) and (b) the fifth business day prior to the final maturity of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofFacility; provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower on terms of each Standby Letter of Credit consistent with the Documentation Precedent. To the extent that is automatically renewable annually shall (x) require the Borrower does not reimburse the Issuing Bank that issued on such Standby Letter of Credit to give time frame, the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw Lenders under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by Facility shall be irrevocably obligated to reimburse the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter pro rata based upon their respective Revolving Facility commitments. The issuance of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred customary procedures of the relevant Issuing Bank. The definitive documentation for the Facilities will include customary provisions consistent with the Documentation Precedent to above, protect the Borrower may request Issuing Bank in the issuance of Letters of Credit event any Lender under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant the Revolving Facility is a “Defaulting Lender” (to Section 2.04(c) and request be defined in a manner consistent with the issuance of additional Letters of Credit under this Section 2.01(bDocumentation Precedent).

Letters of Credit. Each Issuing Bank severally agrees, on (a) Subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the day prior to the Maturity Date, the Issuing Bank shall issue (or cause its Affiliate such Letters of Credit under the Commitment as Borrower may request by a Request for Letter of Credit; provided that is a commercial bank giving effect to issue on its behalf) letters of credit denominated in U.S. Dollars (all such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for the Outstanding Obligations shall not exceed the Commitment, and (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time$100,000,000. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as in a form reasonably acceptable to the Issuing Bank upon submission by Bank. Unless all the Borrower Banks otherwise consent in a writing delivered to Citibank the Administrative Agent, the terms of a request for an issuance of a Letter of Credit. No each Letter of Credit shall have an expiration date not (including all rights of the Borrower or the beneficiary to require renewalx) later than the earlier of 30 days before exceed one (1) year, (y) extend beyond the Maturity Date in respect or (z) extend past the Reduction Date if, giving effect thereto, the aggregate principal amount of the Revolving outstanding Eurodollar Loans having Eurodollar Periods ending after the Reduction Date plus the aggregate principal amount of the outstanding Competitive Advances having maturities after the Reduction Date, plus the Aggregate Effective Amount of all Letters of Credit Facility and expiring after the Reduction Date would exceed the Commitment (Aas reduced on the Reduction Date). (b) in the case of a Standby Each Request for Letter of Credit one year after the date of issuance thereof, but may by its terms shall be renewable annually upon notice (a “Notice of Renewal”) given submitted to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (Bank, with a copy to the Administrative Agent, at least five (5) on or Banking Days prior to the date upon which the related Letter of Credit is proposed to be issued. The Administrative Agent shall promptly notify the Issuing Bank whether such Request for notice Letter of termination set forth Credit, and the issuance of a Letter of Credit pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Banks, of the amount and terms thereof. (c) Upon the issuance of a Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation in such Letter of Credit but from the Issuing Bank in an amount equal to that Bank's Pro Rata Share. Without limiting the scope and nature of each Bank's participation 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 (B) in the case of a Trade Letter of Credit, 60 days to the extent that the Issuing Bank has not been reimbursed by Borrower for any payment required to be made by the Issuing Bank under any Letter of Credit, each Bank shall, pro rata according to its Pro Rata Share, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit together with interest as hereinafter provided. (d) Borrower agrees to pay to the Issuing Bank an amount equal to any payment made by the Issuing Bank with respect to each Letter of Credit within one (1) Banking Day after demand made by the Issuing Bank therefor (which demand the Issuing Bank shall make promptly and in any event shall make upon the request of the Requisite Banks), together with interest on such amount from the date of issuance thereof; provided, however, that any payment made by the terms Issuing Bank at the rate applicable to Alternate Base Rate Loans for three Banking Days and thereafter at the Default Rate. The principal amount of each Standby any such payment shall be used to reimburse the Issuing Bank for the payment made by it under the Letter of Credit and, to the extent that is automatically renewable annually shall (x) require the Banks have not reimbursed the Issuing Bank pursuant to Section 2.4(c), the interest amount of any such payment shall be for the account of the Issuing Bank. Each Bank that issued such Standby has reimbursed the Issuing Bank pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the Issuing Bank under a Letter of Credit shall thereupon acquire a pro rata participation, to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt extent of such noticereimbursement, in the claim of the Issuing Bank against Borrower for reimbursement of principal and interest under this Section 2.4(d) and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to draw under such Standby Letter of Credit prior claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Standby Bank reimbursed the Issuing Bank) with respect to such claim. The Issuing Bank shall promptly make available to the Administrative Agent, which will thereupon remit to the appropriate Banks, in immediately available funds, any amounts due to the Banks under this Section. (e) Borrower may, pursuant to a Request for Loan, request that Advances be made pursuant to Section 2.1(a) to provide funds for the payment required by Section 2.4(d) and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit. (f) If Borrower fails to make the payment required by Section 2.4(d) within the time period therein set forth, in lieu of the reimbursement to the Issuing Bank under Section 2.4(c) the Issuing Bank may (but is not required to), without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in an aggregate amount equal to the amount paid by the Issuing Bank with respect to that Letter of Credit otherwise would have been automatically renewed and (z) and, for this purpose, the conditions precedent set forth in Article 8 shall not permit the expiration date (after giving effect to any renewal) apply. The proceeds of such Standby Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit in Credit. (g) The issuance of any event supplement, modification, amendment, renewal, or extension to be extended to a date later than 30 days before the Maturity Date in respect or of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby any Letter of Credit shall expire on be treated in all respects the date on which it otherwise would have been automatically renewed; provided, however, that even in same as the absence of receipt issuance of a Notice new Letter of Renewal Credit. (h) The obligation of Borrower to pay to the applicable Issuing Bank may in its discretion, unless instructed to the contrary amount of any payment made by the Administrative Agent or the Borrower, deem that a Notice Issuing Bank under any Letter of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower's obligations shall not be affected by any of the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, this Agreement. Within , or any other agreement or instrument relating thereto; (ii) any amendment or waiver of or any consent to departure from the limits Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (iii) the existence of any claim, setoff, defense, or other rights which Borrower may have at any time against the Issuing Bank or any other Creditor, any beneficiary of the Letter of Credit Facility(or any persons or entities for whom any such beneficiary may be acting) or any other Person, and subject to whether in connection with the limits referred to aboveLetter of Credit, this Agreement, or any other agreement or instrument relating thereto, or any unrelated transactions; (iv) any demand, statement, or any other document presented under the Borrower may request the issuance of Letters Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the Issuing Bank under this Section 2.01(b)the Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the terms of the Letter of Credit; (vi) the existence, repay character, quality, quantity, condition, packing, value or delivery of any Property purported to be represented by documents presented in connection with any Letter of Credit Advances resulting or any difference between any such Property and the character, quality, quantity, condition, or value of such Property as described in such documents; (vii) the time, place, manner, order or con- tents of shipments or deliveries of Property as described in documents presented in connection with any Letter of Credit or the existence, nature and extent of any insurance relative thereto; (viii) the solvency or financial responsibility of any party issuing any documents in connection with a Letter of Credit; (ix) any failure or delay in notice of shipments or arrival of any Property; (x) any error in the transmission of any message relating to a Letter of Credit not caused by the Issuing Bank, or any delay or interruption in any such message; (xi) any error, neglect or default of any correspondent of the Issuing Bank in connection with a Letter of Credit; (xii) any consequence arising from drawings thereunder acts of God, war, insurrection, civil unrest, disturbances, labor disputes, emergency conditions or other causes beyond the control of the Issuing Bank; (xiii) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit (and no payment is made by the Issuing Bank after the expiration date of the Letter of Credit or in amounts greater than the amount thereof), the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; (xiv) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit, the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit; and (xv) where the Issuing Bank has acted in good faith and observed general banking usage, any other circumstances whatsoever. (i) The Issuing Bank shall be entitled to the pro- tection accorded to the Administrative Agent pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).10.6, mutatis mutandis. 2.5

Letters of Credit. Each Issuing Bank severally agrees, on Upon Borrowers' application from time to time by use of the Bank's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars on behalf of Borrowers under the Revolver Commitment, provided that (such i) no letters of creditcredit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued 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, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank 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 Letter of Credit, together with the Existing Letters Bank's standard letter of Creditcredit processing/renewal/amendment fees, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at which such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit fee shall be renewed by due and payable at the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank time of a request for an issuance of a Letter each applicable letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)credit.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Initial Funding Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including excluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) sixty (60) days before the Maturity Date in respect sixth anniversary of the Revolving Credit Facility Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (AC) in the case of a Standby Trade Letter of Credit one year Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such any Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III may, by its terms, be automatically renewable annually unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), 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).from

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Date in respect of the Revolving Credit Facility Termination Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing , provided that such obligation of the Issuing Banks shall be contingent on no Revolving Credit Lender being a Delinquent Lender (provided that the Issuing Bank shall continue any Existing may, in its sole discretion, be entitled to waive this condition). All Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but denominated in Dollars and shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of issued on a request for an issuance of a Letter of Creditsight basis only. No Letter of Credit shall shall, except as provided below, have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 the date that is 60 days before the Maturity Date in respect of the Revolving Credit Facility Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofCredit, but may by its terms provide that such expiration date will be renewable annually upon notice (automatically extended for a “Notice of Renewal”) given period and on terms acceptable to the Issuing Bank that issued issues such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable extendible annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationnot, (y) permit such beneficiaryexcept as provided below, 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 renewalextension) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewedDate; provided, however, that even in a Letter of Credit may, as a result of its express terms or as the absence result of receipt the effect of a Notice an automatic extension provision, have an expiration of Renewal not more than one year beyond the applicable Revolving Credit Termination Date so long as the Borrower delivers to the Issuing Bank may in its discretion, unless instructed no later than thirty (30) days prior to the contrary by Revolving Credit Termination Date cash collateral for such Letter of Credit for deposit into the Administrative Agent or L/C Cash Collateral Account in an amount equal to the Borrower, deem that a Notice maximum stated amount of Renewal had been timely delivered and in such case, a Notice Letter of Renewal shall be deemed to have been so delivered for all purposes under this AgreementCredit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Letters of Credit issued pursuant to this subsection (e) constitute usage of a sublimit of the Revolving Credit Commitments of the Lender Parties. The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof Closing Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (A) the Revolving Credit Availability and (B) an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time MINUS (y) the aggregate Swing Line Advances outstanding at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of 30 (A) sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility and Termination Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Standby Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.1(f), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c) 2.3(c), and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(f).

Letters of Credit. Each Issuing Bank severally agrees, on 2.1. The Letter of Credit Commitment; Letter of Credit Fee. Subject to the terms and conditions hereinafter set forthhereof, at any time and from time to issue (or cause its Affiliate time from the Effective Date through the date that is three (3) Business Days prior to the Termination Date, the Lender shall take such Letter of Credit Actions as the Borrower may request; provided, however, that (i) the aggregate outstanding Letter of Credit Usage shall not exceed the Letter of Credit Commitment at any time, and (ii) each Letter of Credit Action shall be in a commercial bank form reasonably acceptable to issue on its behalf) letters Lender and shall not violate any policies of Lender. Each Letter of Credit will be a nontransferable standby letter of credit denominated in U.S. Dollars to support payment and/or performance obligations of the Borrower or any of its Subsidiaries. No Letter of Credit shall expire more than 365 days after the date of issuance except that, at the request of Borrower, such Letter of Credit shall provide that it shall be automatically renewed for a one-year period unless the Lender, as issuer of such Letter of Credit, shall give at least 90 days advance notice to the beneficiary thereof that such Letter of Credit shall not be automatically renewed. If any Letter of Credit shall remain outstanding after the Termination Date or other date upon which Lender's Letter of Credit Commitment expires pursuant to the terms hereof, the Borrower shall, not later than sixty (60) days thereafter with respect to all such letters of credit, together with the Existing then outstanding Letters of Credit, (i) deposit Cash Equivalents in an amount equal to one hundred and two percent (102%) of the “Letters Letter of Credit”)Credit Usage as of the date such deposit shall be required in a collateral account with the Lender (which account shall, with respect to all cash collateral, bear interest for the account of the Borrower from time to time on any Business Day during or be invested in Cash Equivalents (other than cash) at the period from direction, and for the date hereof until 30 days before the Maturity Date in respect account, of the Revolving Credit Facility in an aggregate Available Amount Borrower), or (iii) for all cause the then outstanding Letters of Credit not to exceed at any time be replaced and terminated. In the case of each Letter of Credit issued hereunder, a Letter of Credit Issuance Fee shall be payable to the Lender on the issuance date thereof and the Letter of Credit Facility at such time, Fee with respect thereto shall be payable quarterly in advance. At least two (ii2) for all Letters Business Days prior to the commencement of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing quarterly period during which any Letter of Credit shall be renewed by remain outstanding, the Existing Issuing Bank but Lender shall deliver to the Borrower a statement showing the Letter of Credit Fee due for the next quarterly period, and the Borrower shall pay the Letter of Credit Fee then due not later than five (5) Business Days following receipt of such statement (unless such statement shall be replaced by Citibank as delivered more than five (5) Business Days prior to the Issuing Bank upon submission by commencement of any quarterly period, in which case the Borrower shall not be required to Citibank of a request for an issuance of a pay the Letter of CreditCredit fee then due prior to the first Business Day of the quarterly period as to which such fee shall relate). No In the event that any Letter of Credit shall have an expiration date (including all rights terminated prior to the end of any quarterly period as to which the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Lender shall have received such advance Letter of Credit one year after Fee, the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given Lender shall refund to the Issuing Bank that issued such Standby Letter of Credit and Borrower the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits unearned portion of the Letter of Credit Facility, and subject to Fee in respect of the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)that shall have early terminated.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 sixty (60) days before the Maturity Revolving Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (i) the earlier of 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date, and (Aii) in the case of a Standby Letter of Credit one year 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Letter of Credit may, by its terms terms, be renewable annually upon notice (a “'Notice ------ of Renewal”') given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or ---------- prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “'Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof'); provided, however, --------------------- provided that the terms of each Standby Letter of Credit that is automatically renewable -------- annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, -------- ------- the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(bsubsection 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c) 2.03 and request the issuance of additional Letters of Credit under this Section 2.01(bsubsection 2.01(c).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of any Borrower under the Borrower 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 date hereof until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such timetime under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, and (iiiii) 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) the aggregate Unused Revolving Credit Working Capital Commitments of the Revolving Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused 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. The Existing Issuing Bank shall continue any Existing Letters of CreditCredit issued under the Letter of Credit 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; provided that no Existing Letter . No Letters of Credit shall be renewed by issued under the Existing Issuing Bank but shall be replaced by Citibank as Italian Facility or the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of CreditCanadian 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 Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 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”) thereof and (B) in the case of a Trade Letter of Credit, 60 90 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit A Facility, the Letter of Credit 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 be, may request the issuance of Letters of Credit under this Section 2.01(b2.01(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(i).

Letters of Credit. (a) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars or any Committed Currency for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect an Available Amount not to exceed an amount equal to the Unused Commitments of the Revolving Credit Facility in an Lenders at such time; provided that (x) the aggregate Available Amount (i) for of all Letters of Credit issued by all Issuing Banks shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for time and the aggregate Available Amount of all Letters of Credit issued by such any Issuing Bank shall not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiy) for each no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. A Letter of Credit not to exceed the Unused Revolving Credit Commitments may be a commercial letter of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters credit or a standby letter of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Creditcredit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 10 Business Days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 Commitment Termination Date of any Notice of TerminationNon‑Consenting Lender if, (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 such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of such Standby Letter all Letters of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of expiring after such Commitment Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. 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(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(b2.03(a).

Letters of Credit. Each As part of the Credit available hereunder and upon not less than three (3) Business Days' prior notice to the Agent, each of the Facility A Borrowers may cause to be issued by an Issuing Bank severally agreesLender one or more Letters of Credit under Facility A in a maximum aggregate amount outstanding at any time not exceeding US $15,000,000, on and for a duration not exceeding the terms and conditions hereinafter set forthlesser of one (1) year from the date of issuance or the remaining duration of the Term, subject to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters the signature by the relevant Facility A Borrower of credit denominated the Issuing Lender's standard documentation then currently used in U.S. Dollars (such connection with letters of credit. Such Borrower shall pay non-refundable fees in respect of any such Letter of Credit equal to the rate per annum indicated in the definition of "Margin" multiplied by the face amount thereof, subject to a minimum fee for each Letter of Credit in an amount of $250, payable in advance. The relevant Facility A Borrower shall also pay to the Issuing Lender Letter of Credit fees in respect of any such Letters of Credit equal to .12% per annum of the face amount thereof, payable (i) for Letters of Credit issued at the request of a US Borrower, in arrears at the end of each fiscal quarter of IPG, and (ii) for Letters of Credit issued at the request of a Canadian Borrower, in advance on the date of issuance, or on such other date as the Agent may determine from time to time. IPG and LLC expressly acknowledge that they will remain liable hereunder in respect of Letters of Credit irrespective of the fact that they have not executed such standard documentation together with the Existing Letters applicable Borrower. If a request for payment is made under any Letter of Credit, the “Letters Issuing Lender will advise the Agent and the Agent will promptly advise the relevant Facility A Borrower of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at payment made thereunder. Upon any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed payment by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to Lender under 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after each of the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually Lenders shall (x) require reimburse to the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt Lender a portion of such notice, to draw under such Standby Letter of Credit prior payment equal to the date such Standby Letter percentage of Credit otherwise would have been automatically renewed and (z) not permit its respective Facility A Commitment multiplied by the expiration date (after giving effect to any renewal) amount of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)payment.

Letters of Credit. Each Any Borrower may request any Issuing Bank severally agreesto issue, and such Issuing Bank may, if in its reasonable discretion it elects to do so, on the terms and conditions hereinafter set forthforth and in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars for the account of the any Borrower or its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity latest Termination Date in respect of the Revolving Credit Facility applicable to any Tranche A Lender in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment at of such time, Issuing Bank and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Tranche A Commitments of the Revolving Tranche A Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. 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 Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by Issuance thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to and 10ten Business Days before the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior latest Termination Date applicable 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementTranche A Lender. Within the limits of the Letter of Credit Facility, and subject to 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(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit on or after the date hereof shall be re-issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of this Agreement. Jabil Credit under this Section 2.01(b).Agreement26 31

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 45 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Tranche A Revolving Credit Commitments of the Tranche A Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 45 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit Banks and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 45 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under of this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally agrees, on (a) (i) Subject to and upon the terms and conditions hereinafter set forthforth herein, the Borrower may request a Letter of Credit Issuer at any time and from time to time on or after the Restatement Effective Date and prior to the thirtieth day prior to the Maturity Date to issue (or cause its Affiliate that is a commercial bank to issue on its behalfx) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on and for the benefit of any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of the Revolving Credit Facility Borrower or any of its Subsidiaries, an irrevocable sight standby letter of credit, in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued a form customarily used by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Issuer or in such other form as has been approved by such Letter of Credit Commitments Issuer (each such standby letter of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters credit, a "Standby Letter of Credit, ") in support of such L/C Supportable Obligations and (y) for the account of the Borrower; provided that no Existing Borrower and for the benefit of sellers of goods or materials to the Borrower or any of its Subsidiaries, an irrevocable sight commercial letter of credit in a form customarily used by such Letter of Credit shall be renewed Issuer or in such other form as has been approved by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank such Letter of Credit Issuer (each such commercial letter of credit, a request for an issuance of a "Trade Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility ", and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued each such Standby Trade Letter of Credit and each Standby Letter of Credit, a "Letter of Credit") in support of commercial transactions of the Administrative Agent on or prior Borrower and its Subsidiaries, and (ii) subject to any date for notice of renewal and upon the terms and conditions set forth in herein such Letter of Credit but in any event at least three Business Days prior Issuer agrees to the date of the proposed renewal of such Standby Letter issue from time to time, irrevocable Letters 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 Administrative Agent) on or prior to the date for notice of termination set forth in form as may be approved by such Letter of Credit but Issuer and the Administrative Agent. Annex III contains a description of all Letters of Credit (as defined in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Existing Credit Agreement) issued by a Letter of Credit Issuer pursuant to Section 2 of the Existing Credit Agreement which remain outstanding on the Restatement Effective Date. Each such letter of credit, including any extension thereof (each an "Existing Letter of Credit") shall constitute a “Notice "Letter of Termination”Credit" for all purposes of this Agreement and shall be deemed issued for purposes of Sections 2.04(a) and 3.01(b) and (Bc) in on the case of a Trade Letter of CreditRestatement Effective Date. Notwithstanding the foregoing, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby no Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Issuer shall be deemed under any obligation to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay issue any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request if at the issuance time of additional Letters of Credit under this Section 2.01(b).such issuance:

Letters of Credit. Each Issuing Bank severally agrees, If the Administrator determines on the terms and conditions hereinafter set forthBusiness Day immediately preceding any Distribution Date during the Series 2019-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2019-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to issue (or cause its Affiliate that is a commercial bank to issue draw on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Series 2019-2 Letters of Credit, if any, as provided below. Upon receipt of a notice by the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period Trustee from the date hereof until 30 days before the Maturity Date Administrator in respect of a Series 2019-2 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Revolving Credit Facility 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 an aggregate Available Amount such notice equal to the least of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeSeries 2019-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, Distribution Date and (iii) for each such the Series 2019-2 Letter of Credit not to exceed Liquidity Amount on the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Series 2019-2 Letters of Credit, for the account of the Borrower; provided that no Existing Credit by presenting to each Series 2019-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) deposited in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued Series 2019-2 Distribution Account on such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofdate; provided, however, that if the terms Series 2019-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2019-2 Cash Collateral Account and deposit in the Series 2019-2 Distribution Account an amount equal to the lesser of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2019-2 Cash Collateral Percentage for such Standby Letter date of Credit to give the beneficiary named in lesser of the Series 2019-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Standby Letter of Credit notice of any Notice of Termination, Distribution Date and (y) permit the Series 2019-2 Available Cash Collateral Account Amount on such beneficiary, upon receipt date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter amount on the Series 2019-2 Letters of Credit prior Credit. Notwithstanding any of the preceding to the contrary, during the period after the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either filing by any of the Lessees of a Notice petition for relief under Chapter 11 of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on Bankruptcy Code until the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits each of the Letter Lessees shall have resumed making all payments of Credit Facility, and subject the portion of Monthly Base Rent relating to Loan Interest required to be made under the limits referred to aboveAESOP I Operating Lease, the Borrower may request Administrator shall only instruct the issuance of Trustee to draw on the Series 2019-2 Letters of Credit under (or withdraw from the Series 2019-2 Cash Collateral Account, if applicable) pursuant to this Section 2.01(b2.5(b), repay any Letter and the Trustee shall only draw (or withdraw), an amount equal to the lesser of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c(i) the amount determined as provided in the preceding sentence and request (ii) the issuance excess, if any, of additional Letters of Credit under this Section 2.01(b)(x) the Series 2019-2 Liquidity Amount on such date over (y) the Series 2019-2 Required Liquidity Amount on such date.

Letters of Credit. Each Issuing Bank severally agrees(a) . With respect to any obligations of Sellers or their Affiliates (other than the Transferred Companies) under any guaranties, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Sellers relating to the Existing Letters of Credit, the “Letters of Credit”), for the account business of the Borrower from time Transferred Companies (“Affiliate Obligations”) listed on Schedule 5.12, Buyers shall use reasonable best efforts to time on have Sellers and their Affiliates irrevocably and unconditionally released and discharged as guarantors, obligors or parties having any Business Day during the period from the date hereof until 30 days before the Maturity Date other obligation in respect of such Affiliate Obligation prior to or at Closing, through arrangements reasonably satisfactory to the Revolving Credit Facility Sellers and none of Sellers or their Affiliates will have any further obligation or liability in an aggregate Available Amount connection therewith. With respect to any Affiliate Obligations other than those listed on Schedule 5.12, Sellers shall, and Sellers shall cause their Affiliates to, keep in place all such Affiliate Obligations until the earlier of (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, earliest possible expiration by its terms or (ii) such time as such Affiliate Obligation is terminated pursuant to mutually acceptable arrangements between Buyers and Sellers. In the event Sellers and their Affiliates are not released and discharged prior to or at Closing from any Affiliate Obligations in accordance with this Section 5.12 (whether or not listed on Schedule 5.12), Buyers shall use reasonable best efforts to have Sellers and their Affiliates released and discharged as promptly as practicable after the Closing and the Transferred Companies and Buyers shall indemnify and hold harmless Sellers and their Affiliates for all Letters payments Sellers or their Affiliates make after the Closing Date under any Affiliate Obligation. With respect to any obligations of Credit issued any Transferred Company under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by such Issuing Bank not any Transferred Company relating to exceed such Issuing Bank’s Letter any business of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed Sellers or their Affiliates other than the Unused Revolving Credit Commitments business of the Revolving Credit Lenders at such time. The Existing Issuing Bank Transferred Companies, Sellers shall continue any Existing Letters of Creditcause each Transferred Company to be fully released, for the account in each case, effective as of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower Closing, with respect to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal obligations of such Standby Letter of Credit Transferred Company 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew Subsidiaries under any such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)guaranties.

Letters of Credit. Each Issuing Bank severally agreesTenant shall deposit with Landlord two (2) unconditional, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) irrevocable sight draft letters of credit denominated in U.S. Dollars the amounts and for the purposes set forth below (such letters each hereinafter a "Letter of credit, together with Credit" and collectively the Existing "Letters of Credit, the “Letters of Credit”"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters form and content of Credit, for the account of the Borrower; provided that no Existing each Letter of Credit shall be renewed by the Existing Issuing Bank but conform to International Standby Practices 1998 International Chamber of Commerce Publication No. 590, shall name Landlord as beneficiary thereunder, shall be replaced freely transferable by Citibank as the Issuing Landlord, and shall otherwise be acceptable to Landlord in its reasonable discretion (including, without limitation, a provision that any termination or cancellation thereof not be effective until at least sixty (60) days after delivery of written notice to Landlord of such termination or cancellation) and shall be drawn on Bank upon submission by the Borrower of America, GE Capital, or another comparable commercial lender reasonably acceptable to Citibank of a request for an issuance of a Letter of CreditLandlord. No Each Letter of Credit shall have an expiration date a term of twelve (including all rights 12) months and shall be replaced or renewed by Tenant annually effective as of each anniversary of the Borrower or Commencement Date for consecutive twelve (12) month terms as set forth below. Landlord shall have the beneficiary right to require renewalobtain written assurances from the issuer(s) later than at any time that any of such Letters of Credit are still valid and enforceable. Upon the earlier occurrence of 30 days before the Maturity Date in respect an Event of the Revolving Credit Facility and (A) Default, including without limitation any default by Tenant in the case payment of a Standby Base Rent and Additional Rent beyond applicable cure periods under this Lease, or if Landlord has not received replacement Letters of Credit or written confirmation of renewal of any expiring Letter of Credit one year after at least thirty (30) days prior to its expiration, Landlord may, without waiver of any other rights or remedies Landlord may have under this Lease or at law or in equity, draw upon each or all of the date Letters of issuance thereofCredit in whole or in part, and hold same as a cash Security Deposit (if drawn on for failure to replace or renew) or (if drawn on by reason of the occurrence of an Event of Default) apply the proceeds thereof to the payment of any Base Rent and Additional Rent or any other sums owed to Landlord by reason of the occurrence of such Event of Default or for any such sums which Landlord may expend or may be required to expend by reason of such Event of Default, including, but not limited to, unamortized Tenant Improvement costs, unamortized leasing commissions, and any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, and Landlord may by its terms be renewable annually upon notice (hold the cash balance as a “Notice cash Security Deposit, provided that at such time as Tenant shall have cured all such Event(s) of Renewal”Default and shall have replaced and/or restored the subject Letter(s) given to the Issuing Bank that issued such Standby Letter of Credit to their then required full amount(s), and the Administrative Agent on or prior provided further that Landlord shall not have exercised its right to terminate this Lease as a result of such Event of Default, Landlord shall return all cash previously drawn by Landlord less all amounts properly applied by Landlord to any date for notice of renewal set forth in such Letter amounts hereunder and Landlord shall thereafter continue to hold the Letter(s) 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 (accordance with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect this Article 7. The terms of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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).as follows:

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 45 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 45 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 45 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 45 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Any "Letters of Credit" (as defined in the Existing Credit Agreement) that are issued and outstanding on the date hereof shall be deemed to be Letters of Credit hereunder. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Working Capital Facility Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Working Capital Facility Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”")) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityWorking Capital Facility Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower Upon Borrowers' application from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits use of the Letter of Credit Facility, Issuer's standard form Letter of Credit Application Agreement and subject to the limits referred to aboveterms and provisions therein and herein set forth, the Borrower may request Letter of Credit Issuer agrees to issue standby letters of credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Letter of Credit Issuer, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit under this Section 2.01(b), repay any together with the face amount of the requested Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cwould exceed the then applicable Revolver Commitment Amount or (z) and request if the issuance sum of additional the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under this Section 2.01(b)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, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Agent as an advance on the Revolver Note effective as of the date of the Letter of Credit 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 their option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the 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 Letter of Credit Issuer's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Letter of Credit 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 Letter of Credit, together with the Letter of Credit Issuer standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 thirty (30) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Issuing Banks' Letter of Credit Facility Commitments at such time, time and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed (after giving effect to any immediate application of the proceeds thereof) the Unused Revolving Credit Commitments of the Revolving Credit Lenders Availability at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) thirty (30) days before the Maturity Date in respect of the Revolving Credit Facility and Termination Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 365 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of 46 39 Renewal”") given to the applicable Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 thirty (30) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(e), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(e).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Initial Funding Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances ----- outstanding at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including excluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) sixty (60) days before the Maturity Date in respect fifth anniversary of the Revolving Credit Facility Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (AC) in the case of a Standby Trade Letter of Credit one year 180 days after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such . The foregoing notwithstanding any Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III may, by its terms, be automatically renewable annually unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that -------- is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters The final maturity of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall fall on the thirtieth (30) day following the Maturity Date. The Borrowers shall cause the Letters of Credit to remain in full force and effect, without interruption, from the Closing Date to a date that is not less than thirty (30) days after the Maturity Date. If, for any reason, any Letter of Credit has a shorter expiry date, the Borrowers shall cause that Letter of Credit to be reissued, renewed or extended for subsequent periods of at least a one-year duration by the issuing bank or another bank approved by Lender in its sole and absolute discretion. If the Borrowers request the Lender to extend the Maturity Date hereunder (or extend the maturity date of the Existing Issuing Bank but Loan, as specified in the Existing Loan Documents ), and the Lender agrees to do so in its sole discretion, the Borrowers shall similarly cause the Letters of Credit to be replaced by Citibank as the Issuing Bank upon submission reissued, renewed or extended for subsequent periods, by the Borrower issuing bank or another bank, all as may be approved by Lender in its sole and absolute discretion. Borrowers’ failure to Citibank obtain the reissuance, renewal or extension of a request for an issuance any Letter of a Credit as provided above at least sixty (60) days prior to the maturity date of the applicable Letter of Credit shall entitle the Lender to fully draw the entire face amount of that Letter of Credit. No The Lender shall also be entitled to draw upon each Letter of Credit shall have at any time (a) the Lender decides the funds are needed by Borrowers to pay any amounts due hereunder, under any other Loan Document or any Existing Loan Document or (b) an expiration date (including all rights Event of Default has occurred. If ADAC ceases to be the Borrower or the beneficiary sole account party with respect to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby any Letter of Credit one year then (1) Borrowers shall give notice thereof to Lender within ten (10) Business Days after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given any other party becomes an account party with respect to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior (2) no later than thirty (30) days thereafter, Borrowers shall cause any other account party with respect 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 execute and deliver a Security Agreement and Subordination Agreement in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior substance equivalent to the date such Standby Letter of Credit otherwise would have been automatically renewed Security Agreement and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given Subordination Agreement executed and delivered by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)ADAC.

Letters of Credit. (a) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars or Euros for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect an Available Amount not to exceed an amount equal to the Unused Commitments of the Revolving Credit Facility in an Lenders at such time; provided that (x) the aggregate Available Amount (i) for of all Letters of Credit issued by all Issuing Banks shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for time and the aggregate Available Amount of all Letters of Credit issued by such any Issuing Bank shall not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiy) for each no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. A Letter of Credit not to exceed the Unused Revolving Credit Commitments may be a commercial letter of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters credit or a standby letter of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Creditcredit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 10 Business Days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 Commitment Termination Date of any Notice of TerminationNon‑Consenting Lender if, (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 such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of such Standby Letter all Letters of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of expiring after such Commitment Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. 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(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(b2.04(a).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and ----------------- conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any ------------------ Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative ----------------- Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms --------------------- of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Issuing Bank severally agrees, (a) Following the Closing Date and Borrower’s deposit of funds into the Immediate Repair Account on the terms and conditions hereinafter set forthClosing Date in accordance with Section 8.1 hereof, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower may from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not deliver to exceed at any time the Lender a Letter of Credit Facility at in accordance with the provisions of this Section 8.11 in replacement of such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s amounts then on deposit in the Immediate Repair Account. Any Letter of Credit Commitment at such time, and (iii) for each from time to time delivered in replacement of funds on deposit in the Immediate Repair Reserve Account shall be in an amount equal to the amount of Immediate Repair Reserve Funds held by Cash Management Bank in cash on the date such Letter of Credit not is delivered to exceed the Unused Revolving Lender and Borrower shall give Lender no less than ten (10) days written notice of Borrower’s election to deliver a Letter of Credit Commitments together with a draft of the Revolving proposed Letter of Credit Lenders at and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Upon such timedelivery to Lender of a Letter of Credit in the amount equal to the amount of Immediate Repairs Funds held by Cash Management Bank in cash on the date of delivery of such Letter of Credit and provided that no Event of Default has occurred and is continuing, Lender shall promptly cause the Cash Management Bank to disburse any funds held by the Cash Management Bank in cash in the Immediate Repair Account to Borrower. The Existing Issuing Bank No party other than Lender shall continue be entitled to draw on any Existing Letters such Letter of Credit. In the event that any disbursement of any Immediate Repairs Funds relates to a portion thereof provided through a Letter of Credit, for 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 account original Letter of Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided that provided, that, no Existing replacement Letter of Credit shall be renewed by required with respect to the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights final disbursement of the Borrower or the beneficiary Immediate Repair Funds such that no further sums are required to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) be on deposit in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)Immediate Repair Account.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Date in respect of the Revolving Credit Facility September 6, 2002 (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Date in respect of the Revolving Credit Facility September 6, 2002 and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") from the Borrower given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilitySeptember 6, 2002. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), "LETTERS OF CREDIT") for the joint account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit at any time not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit (other than a Flooring Letter of Credit) shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date (or, in respect the case of a Flooring Letter of Credit, later than five days before the Revolving Credit Facility Termination Date) and (A) in the case of a Standby Letter of Credit one year (other than a Flooring Letter of Credit), six months after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; providedPROVIDED, howeverHOWEVER, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(c).

Letters of Credit. Each Letters of credit under the Revolving Facility will be issued by the Agent and, if included as an additional Issuing Bank severally agreesBank, on one or more Lenders acceptable to the terms Borrower and conditions hereinafter set forth, the Agent that agree to issue letters of credit (or cause its Affiliate each, an “Issuing Bank”); provided, that each Initial Lender that holds commitments under the Revolving Facility as of the Closing Date shall have a letter of credit commitment that is a commercial bank proportionate with its commitment under the Revolving Facility and shall issue letters of credit pro rata based on such letter of credit commitment; provided, further, that Jefferies and Barclays shall not be required to issue on its behalf) trade or commercial letters of credit, Jefferies shall not be required to issue letters of credit denominated in U.S. Dollars (such currencies other than United States dollars and Credit Suisse shall only be required to issue standby letters of credit, together with the Existing Letters . Each letter of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit credit shall expire not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (a) 12 months after its date of issuance (or such longer period as may be agreed by the Maturity Date in respect relevant Issuing Bank and the Borrower) and (b) the fifth business day prior to the final maturity of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereofFacility; provided, however, that any letter of credit may provide for renewal thereof for additional Exh. B-7 periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower on terms of each Standby Letter of Credit consistent with the Documentation Precedent. To the extent that is automatically renewable annually shall (x) require the Borrower does not reimburse the Issuing Bank that issued on such Standby Letter of Credit to give time frame, the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw Lenders under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by Facility shall be irrevocably obligated to reimburse the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter pro rata based upon their respective Revolving Facility commitments. The issuance of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence all letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred customary procedures of the relevant Issuing Bank. The definitive documentation for the First Lien Facilities will include customary provisions consistent with the Documentation Precedent to above, protect the Borrower may request Issuing Bank in the issuance of Letters of Credit event any Lender under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant the Revolving Facility is a “Defaulting Lender” (to Section 2.04(c) and request be defined in a manner consistent with the issuance of additional Letters of Credit under this Section 2.01(bDocumentation Precedent).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (each, a "LETTER OF CREDIT") denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), dollars for the account of the any Borrower from time to time on any Business Day during the period from and after the date hereof until 30 days before the Maturity Date in respect of the initial Advance until the Revolving Credit Facility Termination Date in an aggregate Available Amount (i) for all Letters of Credit amount not to exceed at any time outstanding the Letter of Credit Facility Sublimit in effect at such time; provided that, (ii) for all Letters after giving effect to the issuance of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit Credit, the Total Current Exposure shall not to exceed the Unused Total Revolving Credit Commitments of the Revolving Credit Lenders at such timeCommitment. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Each Letter of Credit shall have an expiration expiry date (including all rights of the Borrower which is 365 days or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after less immediately following the date of the issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (other than the Rabobank Italy Letter of Credit), but in no event shall any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment have an expiry date that occurs on a date later than the Revolving Termination Date; PROVIDED, HOWEVER, a Borrower may request issuance or renewal of a Letter of Credit with an expiry date after the applicable conditions set forth Revolving Termination Date if, at the time of such issuance or renewal, such Borrower deposits into the L/C Cash Collateral Account an amount in Article III unless such Issuing Bank has notified the Borrower (with a copy immediately available funds equal to the Administrative Agent) on or prior to the date for notice face amount of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to Credit. The reimbursement obligation under the date of automatic renewal of its election not to renew such Standby 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 “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require 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 that 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 such Standby 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 give the beneficiary named in such Standby Issuing Bank. Each Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw issued under such Standby Letter of the Existing Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed Agreement and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect outstanding as of the Revolving Credit Facility. If either a Notice of Renewal Agreement Date is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentencelisted on SCHEDULE 2.1(C) hereto, and such Standby Letter existing Letters of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes issued and outstanding under this Agreement. Within the limits Agreement as of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)Agreement Date.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars substantially the form of Exhibit I hereto, or such other form required by the Issuing Banks in their sole discretion (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters a “Letter of Credit” and, the collectively, “Letters of Credit”), ) in Dollars or Euros for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity final Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (converting all Euros into the then applicable Dollar Equivalent thereof) (i) not exceeding at any time (x) for all Letters of Credit not to exceed at any time Credit, the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such each Issuing Bank not to exceed Bank, such Issuing Bank’s Letter of Credit Commitment at such time, time (unless otherwise agreed by such 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. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by in an amount of US$5,000,000 (or the Existing Issuing Bank but applicable Dollar Equivalent thereof) or more. The Borrower shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower liable for all Obligations with respect to Citibank of a request for an issuance of a any Letter of CreditCredit issued for the account of any of its Subsidiaries. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (x) the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Designated 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 Administrative Designated 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 (By) in five Business Days prior to the case of a Trade final Termination Date, provided that no Letter of Credit, 60 days Credit may expire after the date Termination Date of issuance thereofany Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date; provided, howeverfurther, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x1) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Termination and (y2) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facilityrenewed. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Designated Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally agrees, on Upon the terms and conditions hereinafter set forthof this Credit Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not Availability Period, Borrower may request the Issuing Bank to exceed at any time the issue a Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing , denominated in Dollars, and Issuing Bank hereby agrees to issue each Letter of Credit shall be renewed by so requested, provided that after giving effect to the Existing Issuing Bank but shall be replaced by Citibank as issuance thereof, the Letter of Credit Outstandings do not exceed the Letter of Credit Sublimit. Notwithstanding anything else to the contrary set forth herein, the Issuing Bank upon submission by the Borrower shall not be required to Citibank of a request for an issuance of a Letter of Credit. No issue any Letter of Credit if at the time of such issuance, (i) it has not received a duly completed Letter of Credit Request, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to the Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Lender is not otherwise compensated), or (iii) after giving effect to the issuance thereof, the aggregate Revolving Credit Exposure of all Lenders would exceed the Maximum Aggregate Available Amount. Each Letter of Credit issued by the Issuing Bank pursuant to this Credit Agreement shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) no later than the earlier Maturity Date. Notwithstanding the foregoing, if the Borrower requests that a Letter of 30 days before Credit be issued with an expiration date which is later than the Maturity Date in respect (any such Letter of the Revolving Credit Facility and (A) in the case Credit, a "Long-Dated Letter of a Standby Credit"), such Long-Dated Letter of Credit one year may be issued by the Issuing Bank hereunder if the Issuing Bank and each Lender expressly consent to the issuance thereof. The Borrower hereby agrees that if the expiration date of any Letter of Credit falls on or after the date of issuance thereofMaturity Date, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given the Borrower shall remit to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Bank, no less than five (5) Business Days prior to the date of Maturity Date, an amount in cash equal to the proposed renewal of such Standby Letter of Credit Outstandings from time to time from and upon fulfillment after such Maturity Date. Such amounts shall be held by the Agent as security for Borrower's reimbursement obligations in respect of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but Obligations. The Borrower and Agent shall enter into such documentation as is necessary and appropriate to give effect to the posting of such collateral and the grant to Agent for the benefit of the Issuing Bank and the Lenders of a first perfected security interest therein, and the terms and conditions of this Credit Agreement shall remain in full force and effect with respect to such Letter of Credit Obligations for so long as such Letter of Credit Outstandings remain outstanding. Whenever the Borrower desires that a Letter of Credit be issued (including, without limitation, any event Long-Dated Letters of Credit), the Borrower shall give the Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 noon (New York time) at least 30 five (5) Business Days prior to the proposed date of automatic renewal issuance (which shall be a Business Day), which written notice shall be in the form of its election not to renew such Standby Exhibit D (each, a "Letter of Credit (Request"). The making of each Letter of Credit Request shall be deemed to be a “Notice representation and warranty by the Borrower that such Letter of Termination”) Credit may be issued in accordance with, and (B) in it will not violate the case requirements applicable to the Borrower and/or Letters of a Trade Credit pursuant to this Credit Agreement. Upon its issuance of, or amendment to, any Letter of Credit, 60 days the Issuing Bank shall promptly notify the Agent of such issuance or amendment, which notice shall include a summary description of the Letter(s) of Credit actually issued and any amendments thereto. The Agent shall provide such information to the Lenders on a summary basis as of the end of each Fiscal Quarter. Prior to the occurrence and continuance of an Event of Default, any amounts drawn or disbursements made by the Issuing Bank under a Letter of Credit shall constitute, without the requirement of any further action on the part of the Borrower, the making of a Prime Rate Loan by the Lenders pursuant to Section 2.1(b) hereof. Accordingly, upon delivery to any Lender by Agent of notice of the deemed advance of such Prime Rate Loan, the Lenders hereby agree to remit to the Issuing Bank their respective pro rata shares of such Prime Rate Loan. Until such time as the Issuing Bank shall have received the respective Lenders' pro rata shares of such Prime Rate Loan, the Issuing Bank shall be entitled to receive, for its own account, any interest accrued on the unreimbursed portion of such Prime Rate Loan(s). It is hereby further agreed that with respect to any such Prime Rate Loans and subject to Section 2.2.3, the Borrower shall be deemed to have requested that such Prime Rate Loan be converted to a LIBOR Loan with an Interest Period of one (1) month, effective as of the third (3rd) Eurodollar Business Day after the date on which such Prime Rate Loan was made. The Borrower's obligations to reimburse the Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be the primary obligation of issuance thereofthe Borrower, absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender, the Issuing Bank, the Agent or any beneficiary of the Letter of Credit, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the terms of each Standby Borrower shall not be obligated to reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank under a Letter of Credit that is automatically renewable annually shall (x) require as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank that issued such Standby (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything to the contrary set forth herein, any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of the Issuing Bank's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for the Issuing Bank any resulting liability to the Borrower. By issuance of each Letter of Credit and without any further action on the part of the Issuing Bank, Agent or Lenders, the Issuing Bank hereby grants to give each Lender, and each Lender hereby acquires from the beneficiary named Issuing Bank, a participation in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby each Letter of Credit in any event an amount equal to be extended such Lender's ratable share of the aggregate Commitments of all Lenders. Each Lender acknowledges and agrees that its obligation to a date later than 30 days before the Maturity Date acquire participations pursuant to this paragraph in respect of each Letter of Credit is absolute, irrevocable, and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of a Letter of Credit or the Revolving Credit Facilityoccurrence and continuance of a Default or an Event of Default hereunder, or the reduction or termination of the Commitments. If either a Notice In furtherance and not in limitation of Renewal the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the Issuing Bank, such Lender's ratable share of any Unpaid Drawings promptly upon demand therefor by the Agent. Subject to the funding by each Lender of its participation as required hereinabove, upon receipt by the Issuing Bank of any payments from the Borrower as payment with respect to the Unpaid Drawings (whether in respect of interest of principal), the Issuing Bank shall remit such proceeds to the Agent for distribution to the Lenders, ratably in accordance with their respective interests therein. Notwithstanding the foregoing, if any Lender is not given in default of its funding obligations pursuant hereto, such Lender's pro rata share of the proceeds of payments made by the Borrower or a Notice of Termination is given to reimburse Unpaid Drawings may be applied by the applicable Agent to satisfy such Lender's defaulted payment obligations. The Issuing Bank pursuant shall provide notice to the immediately preceding sentence, such Standby Borrower and the Agent whenever a drawing is made under a Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)Credit.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the least of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be automatically renewable annually upon notice (a “Notice of Renewal”) given to unless the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or after the 60th Business Day prior to the first anniversary (or any subsequent anniversary) of the date for notice of termination set forth in such Letter of Credit issuance thereof 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 (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, . All "Letters of Credit" under the Existing Credit Agreement that even in are outstanding on the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal date hereof shall be deemed to have been so delivered deemed, for all purposes of the Loan Documents and the "Loan Documents" under this the Term Credit Agreement, to be Letters of Credit hereunder. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Date in respect of the Revolving Credit Facility December 31, 2001 (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Working Capital Commitments of the Revolving Credit Working Capital Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Date in respect of the Revolving Credit Facility December 31, 2001 and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") from the Borrower given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityDecember 31, 2001. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), 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).to

Letters of Credit. Each Issuing Bank severally agreesThe Lender will, on subject to the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time this Agreement and the Letter of Credit Facility Agreement as hereafter defined, and upon any Borrower's request from time to time, cause merchandise letters of credit (the "Merchandise L/C's") or standby letters of credit (the "Standby L/C's") to be issued for the Borrowers' account (the Merchandise L/C's and the Standby L/C's being referred to collectively as the "Letters of Credit"). The Lender will not cause to be opened any Letter of Credit if: (a) the maximum face amount of the requested Letter of Credit, plus the aggregate undrawn face amount of all outstanding Letters of Credit under this Agreement and the other LSB-Related Loan Agreements, would exceed Eleven Million and No/100 Dollars ($11,000,000); or (b) the maximum face amount of the requested Letter of Credit, and all commissions, fees, and charges due from Borrower to Lender in connection with the opening thereof, would cause the Availability to be exceeded at such time. In addition, (ii) for all Letters with respect to any Merchandise L/C, the requested term of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit may not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit180 days, for the account of the Borrower; provided that and no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but Merchandise L/C may by its terms be renewable annually scheduled to be outstanding on the Termination Date. Standby L/C's may have terms that extend beyond the Termination Date but upon notice termination of this Agreement, all Letters of Credit must be either terminated with the consent of the beneficiary thereof, replaced with a letter of credit provided by a financial institution acceptable to Lender, collateralized by cash or cash equivalent, or otherwise satisfied in a manner acceptable to Lender. The Letters of Credit shall be governed by a Letter of Credit Financing Agreement - Supplement to Loan and Security Agreement between the Lender and the Borrower ("Letter of Credit Agreement"), in the form attached hereto as Exhibit "O" and made a “Notice of Renewal”) given part hereof, in addition to the Issuing Bank that issued such Standby Letter terms and conditions hereof. All payments made and expenses incurred by the Lender pursuant to or in connection with the Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior Agreement will be charged 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Borrower's loan account as Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)Loans.

Letters of Credit. Each Issuing Bank severally agrees, on Subject to the terms and conditions hereinafter set forthforth herein, Lender agrees (1) to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all with regard to Letters of Credit not issued under the Revolving Commitment, the Maturity Date, and (ii) with regard to exceed at any time Letters of Credit issued under the Letter of Credit Facility at Commitment, the Letter of Credit Expiration Date, and (2) to honor drafts under the Letters of Credit; provided that Lender shall not be obligated to issue any Letter of Credit if as of the date of such timeissuance, (iix) for the aggregate amount of all Letter of Credit Exposure with regard to Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit under the Revolving Commitment at such time, and (iii) for each such Letter of Credit not to would exceed the Unused Revolving Credit Commitments of amount available under the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of CreditCommitment, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits outstanding amount of the Letter of Credit FacilityExposure with regard to Letters of Credit issued under the Letter of Credit Commitment would exceed the amount available under the Letter of Credit Commitment. Within the foregoing limits, and subject to the limits referred to aboveterms and conditions hereof, the Borrower may request the issuance of Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All amounts Lender is required to advance under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant issued under the Revolving Commitment shall be deemed an Advance hereunder and shall bear interest as provided herein. Borrower shall be liable for all costs and expenses, including, but not limited to, attorney’s fees and court costs, relating to Section 2.04(c) and request the issuance such Letter of additional Letters Credit, or any action related to such Letter of Credit under this Section 2.01(b)Credit, incurred by Lender in connection with such Letter of Credit. SECOND AMENDED AND RESTATED CREDIT AGREEMENT – TYLER TECHNOLOGIES, INC.

Letters of Credit. Each Issuing Bank severally agrees, (e) The Letters of Credit outstanding on the Restatement Effective Date are listed on Schedule IV hereto. Subject to the terms and conditions hereinafter set forthhereof, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit from time to time for the account of the Borrower from time (or to time on any Business Day during extend the period from stated maturity thereof or to amend or otherwise modify the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility terms thereof), in an aggregate Available Amount (i) stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit not to exceed at any one time outstanding equal to the LC Commitment Amount, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit Facility at (or the date of effectiveness of such timeextension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) for all Letters the proposed stated amount of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit (which shall not to exceed be less than $100,000), (iii) the Unused Revolving Credit Commitments name and address of the Revolving beneficiary of such Letter of Credit Lenders at and (iv) a statement of drawing conditions applicable to such time. The Existing Issuing Bank shall continue any Existing Letters Letter of Credit, and if such Request for the account Issuance relates to an amendment or other modification (other than an extension of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance stated maturity thereof) of a Letter of Credit. No , it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. Each Request for Issuance shall have an expiration date (including all rights of be irrevocable unless modified or rescinded by the Borrower or not less than one day prior to the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the proposed date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of Renewal”issuance (or effectiveness) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth specified 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 Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth in Article III unless such herein, the applicable LC Issuing Bank has notified the Borrower shall issue (with or extend, amend or otherwise modify) such Letter of Credit and provide notice and a copy thereof to the Administrative Agent) on or prior , which shall promptly furnish copies thereof to the date for notice Lenders. Upon each issuance of termination set forth a Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit but in any event at least 30 Business Days prior equal to such Lender’s Percentage of the date of automatic renewal of its election not aggregate amount available to renew be drawn under such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Each Letter of Credit shall expire on utilize the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence Commitment of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed each Lender by an amount equal to the contrary by the Administrative Agent or the Borrower, deem that a Notice amount of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)participation.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), ) for the account of the U.S. Borrower from time to time on any Business Day during the period from the date hereof of this Agreement until 30 days five Business Days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available LC Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) in an Available LC Amount for each such Letter of Credit not to exceed an amount equal to the Unused U.S. Revolving Credit Commitments of the U.S. Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or the beneficiary to require renewal) later than the earlier of 30 days five Business Days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the U.S. Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 the later of 180 days after the date of issuance thereofthereof or five Business Days before the Termination Date; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the U.S. Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

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 (or cause its Affiliate that is a commercial bank to issue on its behalf) standby and trade letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 15 days before the Maturity Termination Date in respect of the Revolving Credit Facility applicable to such Issuing Bank in an aggregate Available Amount (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, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the BorrowerLenders; provided that no Existing Letter of if (i) the Termination Date has been extended as to some but not all Revolving Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by Lenders pursuant to Section 2.22 and (ii) the Borrower to Citibank of a request for an requests the issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) which expires later than the earlier Termination Date of 30 days before the Maturity Date any Revolving Credit Lender in respect of effect prior to such extension, then compliance with clause (y) above shall be determined solely with reference to the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Lenders whose Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to Commitments have been so delivered for all purposes under this Agreementextended. 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(b2.01(c), repay any . Each letter of credit outstanding under the Existing Credit Agreement shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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. Each Issuing Bank severally agrees, on (a) Subject to the terms and conditions hereinafter set forthforth herein, (i) the Issuing Lender agrees, in reliance upon the agreements of Revolving Credit (USD) Lenders set forth in this Section 2.4, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfx) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such timeExpiration Date, to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with this Section, and (y) to honor drawings under the Letters of Credit; and (ii) for all the Revolving Credit (USD) Lenders severally agree to participate in Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the BorrowerBorrower or its Subsidiaries and any drawings thereunder; provided that no Existing after giving effect to any Letter of Credit Extension with respect to any Letter of Credit (x) the Total Revolving Credit (USD) Outstandings shall not exceed the Aggregate Revolving Credit (USD) Commitments, (y) the Revolving Credit (USD) Exposure of any Revolving Credit (USD) Lender shall not exceed such Lender’s Revolving Credit (USD) Commitment, and (z) the Outstanding Amount of the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit. Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as in a form acceptable to the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance Lender. The term of a Letter of Credit. No Credit shall not exceed the Letter of Credit shall have an expiration date Expiration Date unless (including all rights of the Borrower or the beneficiary to require renewalA) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility (USD) Lenders and (A) in the case Issuing Lender have approved the expiry date of a Standby such Letter of Credit, which expiry date shall be no later than 180 days after the Letter of Credit one year after Expiration Date, and (B) the date Issuing Lender has entered into arrangements, including the delivery of issuance thereofCash Collateral, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given satisfactory to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior Lender (in its sole discretion) with Borrower with respect to any date for notice of renewal set forth in such Letter of Credit but (it being understood that the obligation of a Revolving Credit (USD) Lender to participate 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 (Usage with a copy respect to the Administrative Agent) on or prior to the date for notice of termination set forth in such any Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election so issued shall not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of extend beyond the Letter of Credit Facility, and subject Expiration Date absent the express written consent of such Lender to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(bcontrary), repay any . Each commercial 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)will require drafts drawn at sight.

Letters of Credit. Each The Domestic Borrower, the Issuing Bank severally and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Effective Date, continue as and be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the "LETTERS OF CREDIT") denominated in U.S. US Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Domestic Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Sub-Facility at such time, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such the Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Domestic Borrower or the beneficiary to require renewal) later than the earlier of 30 20 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Domestic Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 10 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”"NOTICE OF TERMINATION") and (B) in the case of a Trade Letter of Credit, 60 180 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require Credit Agreement the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 20 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Domestic Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Domestic Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Sub-Facility, and subject to the limits referred to above, the Domestic Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each The Issuing Bank severally agrees, on subject to the terms and conditions hereinafter set forthof this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account upon request of the Borrower to issue from time to time on any Business Day during for the period from the date hereof until 30 days before the Maturity Date in respect account or benefit of the Revolving Borrower or any of its Subsidiaries, other than WFI and TTI, Letters of Credit Facility upon delivery to the Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in form and content acceptable to the Issuing Bank; PROVIDED, that if a Letter of Credit is to be issued for the account or benefit of a Subsidiary of the Borrower, both the Borrower and such Subsidiary jointly and severally as co-applicants shall deliver to the Issuing Bank an aggregate Available Amount Application and Agreement for Letter of Credit, and PROVIDED FURTHER, that (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank Outstandings shall not to exceed such Issuing Bank’s the Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a issued if, after giving effect thereto, Letter of CreditCredit Outstandings plus Revolving Credit Outstandings shall exceed the Revolving Credit Commitment. No Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary any Subsidiary named in such Letter of Credit to require renewal) or payment date occurring later than the earlier to occur of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of its issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given with respect to the Issuing Bank that issued such Standby Letter Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 one hundred eighty days after the date of its issuance thereofwith respect to Documentary Letters of Credit; providedor (B) the fifth Business Day prior to the Stated Termination Date. Borrower agrees that it is jointly and severally liable for all Reimbursement Obligations and other obligations with respect to Letters of Credit previously issued or to be issued for the account or benefit of any Subsidiary as if and to the same extent as if Borrower were the sole applicant therefor, however, and that any Letters of Credit issued on application of a Subsidiary or the joint application of the Borrower and a Subsidiary shall be subject to all the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)including applicable sublimits.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalfa) letters of credit denominated in U.S. Dollars (such letters of credit, together with the The Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date Credit described in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Schedule 2.4 shall be ------------ Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject Subject to the limits referred terms and conditions hereof, at any time and from time to abovetime from the Closing Date through the Line A Maturity Date, the Borrower may request the issuance of Issuing Lender shall issue such Letters of Credit under this Section 2.01(b)the Line A Commitment as Borrower may request by a Request for Letter of Credit; provided that (i) giving effect to all such Letters of Credit, repay -------- the sum of (A) the aggregate principal amount outstanding under the Line A --- Notes, plus (B) the Aggregate Effective Amount of all outstanding Letters of ---- Credit, plus (C) the Swing Line Outstanding do not exceed the then applicable ---- Line A Commitment, (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $10,000,000 and (iii) with respect to a Request for Letter of Credit with respect to a Foreign Currency Letter of Credit, the Issuing Lender shall not be obligated to issue the Foreign Currency Letter of Credit with respect to a particular Foreign Currency if and so long as the Issuing Lender determines that current or reasonably expected market conditions for that Foreign Currency are unusually unstable or would make it unlawful, impossible or impracticable for the Issuing Lender to fund or hedge its obligations under the Foreign Currency Letter of Credit. For purposes of the foregoing, the aggregate principal amount outstanding under the Line A Notes and the Aggregate Effective Amount of outstanding Letters of Credit, to the extent consisting of Foreign Currency Loans and Foreign Currency Letters of Credit, respectively, shall be based on the Foreign Currency Equivalents thereof as of the Banking Day immediately preceding the date of the Request for Letter of Credit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the term of any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(cshall not exceed one (1) and request year or extend beyond the issuance of additional Letters of Credit under this Section 2.01(b)Line A Maturity Date.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of any Borrower under the Borrower 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 date hereof until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such timetime under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, and (iiiii) 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) the aggregate Unused Revolving Credit Working Capital Commitments of the Revolving Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused 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. The Existing Issuing Bank shall continue any Existing Letters of CreditCredit issued under the Letter of Credit 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; provided that no Existing Letter . No Letters of Credit shall be renewed by issued under the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of CreditWorking Capital B-3 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 Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 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”) thereof and (B) in the case of a Trade Letter of Credit, 60 90 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit A Facility, the Letter of Credit 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 be, may request the issuance of Letters of Credit under this Section 2.01(b2.01(h), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(h).

Letters of Credit. Each Issuing Bank severally agrees, on Upon any Borrower's application from time to time by use of the Bank's standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars on behalf of the Borrowers under the Revolver Commitment, provided that (such i) no letters of creditcredit will be issued on behalf of or on the account of the Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, together except only for letters of credit with one year maturities that contain automatic renewal language approved by the Existing Letters Bank and a letter of Creditcredit in favor of the Railroad Commission of Texas with an expiration date of August 1, the “Letters 2012, and (ii) no letter of Credit”), credit will be issued on behalf of or for the account of the Borrower from Borrowers if at the time to time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on any Business Day during the period from Revolver Note effective as of the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate Available Amount face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, the Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (i) for all Letters two hundred basis points (2.00%) per annum on the face amount of Credit not to exceed at any time the Letter each letter of Credit Facility at such time, credit or (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for $500.00 per each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for together with the account Bank's standard letter of the Borrower; provided that no Existing Letter of Credit credit processing/renewal/amendment fees, which such fee shall be renewed by due and payable at the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank time of a request for an issuance of a Letter each applicable letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)credit.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) thirty (30) days before the Maturity Date in respect of the Revolving Credit Facility and Termination Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 360 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “Notice of Renewal”"NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit 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 Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 3 PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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).expire

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") in Dollars for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Agreement Date until 30 days before the Initial Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Initial Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereofDate, but may by its terms be renewable annually upon written notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III 3 unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Initial Maturity Date in respect of the Revolving Credit FacilityDate. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit FacilityCommitment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(e), repay any Letter of Credit Advances Loans resulting from drawings thereunder pursuant to Section 2.04(c2.2(g) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(e). The Borrower shall be liable for all obligations in respect of each Letter of Credit issued for the account of any of its Subsidiaries, including, without limitation, the obligations to repay any Letter of Credit Loan in respect thereof under Section 2.4(e).

Letters of Credit. Each Issuing Bank severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement, Issuing Lender may through the 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 Maturity Date, upon the written request of Borrower accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as Issuing Lender may reasonably require, issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit in Dollars for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility Borrower, in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) amount for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment hereunder at such time, and (iii) for each such Letter of Credit any one time outstanding not to exceed the Unused Revolving Letter of Credit Commitments of the Revolving Credit Lenders at such timeMaximum Amount. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed in a minimum face amount of Ten Thousand Dollars ($10,000) (or such lesser amount as may be agreed to by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Lender) and MRC Energy Company Credit Agreement each Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewalany renewal thereof) shall expire not later than the earlier first to occur of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (Ai) in the case of a Standby Letter of Credit one year twelve (12) months after the date of issuance thereof, but may by its terms be renewable annually upon notice thereof and (a “Notice of Renewal”ii) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten (10) Business Days prior to the date of the proposed renewal of such Standby Letter of Revolving Credit and upon fulfillment of the applicable conditions set forth Maturity Date in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) effect 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 (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, in connection with the request for the initial issuance of a Letter of Credit, Borrower may request that the terms of each Standby Letter of Credit that is will be automatically renewable annually shall (x) require renewed for similar successive periods of time unless and until Borrower provides a notice no later than 10 days prior to its expiration to the Issuing Bank Lender that issued such Standby the Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior should not be renewed. Notwithstanding anything to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentencecontrary contained herein, such Standby no Letter of Credit shall expire on be renewed for a similar successive period of time if its expiration is later than ten (10) Business Days before the date on which it otherwise would have been automatically renewed; providedRevolving Credit Maturity Date. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to such industry rules and governing laws as are acceptable to Issuing Lender. In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, however, that even in the absence this Agreement shall control. All Existing Letters of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal Credit shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facilityissued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) terms and request the issuance of additional Letters of Credit under this Section 2.01(b)conditions hereof.

Letters of Credit. Each The Issuing Bank severally agrees, on subject to the terms and conditions hereinafter set forthof this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account upon request of the Borrower to issue from time to time on any Business Day during for the period from the date hereof until 30 days before the Maturity Date in respect account or benefit of the Revolving Borrower or any of its Subsidiaries Letters of Credit Facility upon delivery to the Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in form and content acceptable to the Issuing Bank; PROVIDED, that if a Letter of Credit is to be issued for the account or benefit of a Subsidiary of the Borrower, both the Borrower and such Subsidiary jointly and severally as co-applicants shall deliver to the Issuing Bank an aggregate Available Amount Application and Agreement for Letter of Credit, and PROVIDED FURTHER, that (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank Outstandings shall not to exceed such Issuing Bank’s the Letter of Credit Commitment at such time, and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a issued if, after giving effect thereto, Letter of CreditCredit Outstandings plus Revolving Credit Outstandings shall exceed the Revolving Credit Commitment. No Letter of Credit shall have an expiration expiry date (including all rights of the Borrower or the beneficiary any Subsidiary named in such Letter of Credit to require renewal) or payment date occurring later than the earlier to occur of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of its issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given with respect to the Issuing Bank that issued such Standby Letter Letters of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 one hundred eighty days after the date of its issuance thereofwith respect to Documentary Letters of Credit; providedor (B) the fifth Business Day prior to the Stated Termination Date. Borrower agrees that it is jointly and severally liable for all Reimbursement Obligations and other obligations with respect to Letters of Credit previously issued or to be issued for the account or benefit of any Subsidiary as if and to the same extent as if Borrower were the sole applicant therefor, however, and that any Letters of Credit issued on application of a Subsidiary or the joint application of the Borrower and a Subsidiary shall be subject to all the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)including applicable sublimits.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars at the request of any Borrower (such letters issuance, and any funding of credita draw thereunder, together with are deemed made by the Existing Letters of Credit, Issuing Banks in reliance on the “Letters of Credit”), for the account agreements of the Borrower other Banks pursuant to Section 2.2) from time to time on any Business Day during the period from the Effective Date until the earlier of (A) the date hereof until of termination in whole of the Commitments pursuant to Section 2.4 or 6.1 or (B) the date that is 30 days before prior to the Maturity Date date listed in respect clause (i) of the Revolving Credit Facility definition herein of “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 (i) for in respect of all Letters of Credit issued by the Issuing Banks do not to exceed at the time of any time such issuance the aggregate of all Letter of Credit Facility Commitments at such time, (ii) for in respect of all Letters of Credit issued by such any Issuing Bank do not to exceed at the time of any such Issuing Bank’s issuance the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) for each such Letter in respect of all Letters of Credit outstanding at the time of any such issuance issued at the request of any Borrower do not exceed an amount equal to exceed the Unused Revolving Credit Commitments of the Banks for such Borrower at such time minus the aggregate amount of all Revolving Credit Lenders Advances outstanding to such Borrower at such time. The Existing ; 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 Liabilities held by such Bank for all Letters of Credit exceed the Revolving Credit Commitment of such Bank for TWC at the time of any such issuance; provided further that no Issuing Bank shall continue be under any Existing Letters obligation to issue a letter of Creditcredit if, for in the account reasonable opinion of the Borrower; provided that no Existing Letter such Issuing Bank, such letter of Credit shall be renewed by the Existing credit would violate or conflict with any regulatory or legal restriction applicable to such Issuing Bank, or an internal policy, procedure or guideline of such Issuing Bank but shall be replaced by Citibank as generally applicable to the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter letters of Creditcredit. No Letter of Credit shall have an expiration date (including all rights of the a Borrower or the beneficiary to require renewalrenewals, 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) of the definition herein of Termination Date) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three 7 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 clause (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewali) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice definition herein of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the a Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances Liability resulting from drawings thereunder pursuant to Section 2.04(c2.2(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”), ") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Tranche A Termination Date in respect of the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 5 days before the Maturity Tranche A Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 5 days before the Maturity Date in respect of the Revolving Credit FacilityTranche A Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Any "Letters of Credit" (as defined in the Existing Credit Agreement) that are issued and outstanding on the date hereof shall be deemed to be Letters of Credit hereunder. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(e).

Letters of Credit. Each Issuing On or before April 10, 2002, Tenant shall cause U.S. Bank severally agrees, on the terms and conditions hereinafter set forth, National Association to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters letter of credit denominated in U.S. Dollars the amount of $2,214,925.82 in form and substance acceptable to Landlord in its sole and absolute discretion (such letters of credit, together with the Existing Letters of Credit, the “Letters Initial Letter of Credit”). “Letter(s) of Credit” as used herein shall mean any letter of credit issued pursuant to this Agreement or the Lease, including the Initial Letter of Credit and any “Supplemental or Replacement Letter(s) of Credit” therefor, all of which, other than the Initial Letter of Credit but including any Supplement or Replacement Letter of Credit issued with respect to any Initial Letter of Credit, shall be substantially in the form of Exhibit A. Each Letter of Credit issued hereunder shall constitute partial collateral for the account Lease obligations. The aggregate amount of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all issued and outstanding Letters of Credit not shall at all times be equal to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such timeamount required under the Lease, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed issued by an Issuer complying with the Existing Issuing Bank but provisions of Section 3 and shall be replaced for a term of not less than twelve (12) months with automatic extensions for additional periods of one (1) year from any expiration date unless ninety (90) days prior to such date Issuer delivers written notice by Citibank as express, registered or certified mail to Beneficiary that it elects not to renew the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter Tenant shall, at its expense, cause an Issuer to issue to Beneficiary one or more (a) “Replacement Letters of Credit shall have an expiration date Credit” at least thirty (including all rights of the Borrower or the beneficiary to require renewal30) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 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”) expiration date, and (Bb) in the case of a Trade Letter “Supplemental Letters of Credit, 60 ” within two (2) business days after the date all or any portion of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant is drawn against by Beneficiary or at such other times as may be required under Section 4 of the Lease, such that at all times during the term of this Agreement, Beneficiary shall have the ability to Section 2.04(c) and request the issuance of additional draw on Letters of Credit totaling the amount required under Section 4 of the Lease. If Issuer does not issue to Beneficiary such Replacement or Supplemental Letter of Credit within the respective periods set forth in this Section 1, it shall be an immediate default by Tenant under this Section 2.01(b)Agreement and an immediate Event of Default under the Lease without any requirement of notice to Tenant or any right of Tenant to cure such default and Event of Default. 2.

Letters of Credit. Each Issuing Bank severally agreesTo secure the obligation of Abraxis to pay the Termination Fee and the Final Compensation Payment, Abraxis shall provide to AstraZeneca on the terms and conditions hereinafter set forth, to issue date of this Termination Agreement two (or cause its Affiliate that is a commercial bank to issue on its behalf2) irrevocable standby letters of credit denominated issued by JPMorgan Chase Bank, N.A., in U.S. Dollars the aggregate stated amount of US$286,000,000, as follows: (1) the first such letters letter of creditcredit (the “Termination Fee LOC”) shall be in the stated amount of US$268,000,000, together with shall be scheduled to expire on the Existing Letters close of Creditbusiness on April 7, 2009, shall provide for payment to AstraZeneca as beneficiary of the Termination Fee LOC of the sum of US$268,000,000 at any time on or after 1:31 PM New York time on March 31, 2009 and shall be in the form attached to this Termination Agreement as Exhibit C; and (2) the second such letter of credit (the “Final Payment LOC”) shall be in the stated amount of US$18,000,000, shall be scheduled to expire on the close of business on April 7, 2009, shall provide payment to AstraZeneca as beneficiary of the Final Payment LOC of the sum of US$18,000,000 at any time on or after 1:31 PM New York time on March 31, 2009 and shall be in the form attached to this Termination Agreement as Exhibit D. The Termination Fee LOC and the Final Payment LOC are sometimes hereinafter referred to collectively as the “Letters of Credit” or individually as a “Letter of Credit”), for the account . The delivery of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit to AstraZeneca shall not be deemed to exceed at any time satisfy or release the Letter obligation of Credit Facility at such timeAbraxis to pay the Termination Fee or Final Compensation Payment when due in accordance with the terms of this Termination Agreement. However, (ii) for AstraZeneca agrees that the amount drawn by AstraZeneca under each of the Termination Fee LOC and the Final Payment LOC shall be applied to the Termination Fee and the Final Compensation Payment, respectively. Abraxis shall pay all fees and expenses necessary to cause JPMorgan Chase Bank, N.A. to issue the Letters of Credit issued by such Issuing Bank not pursuant to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require this Termination Agreement. AstraZeneca will surrender for cancellation the Issuing Bank that issued such Standby Letter of Credit original Termination Fee LOC and the original Final Payment LOC to give the beneficiary named in such Standby Letter of Credit notice of any Notice of TerminationJPMorgan Chase Bank, (y) permit such beneficiary, N.A. promptly upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence confirmation of receipt of a Notice of Renewal the applicable Issuing Bank may payment in its discretion, unless instructed to the contrary full by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits Abraxis of the Letter of Credit FacilityTermination Fee and the Final Compensation Payment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)respectively.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters a “Letter of Credit” and, the collectively, “Letters of Credit”), ) in Dollars or any Alternative Currency for the account of the Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity final Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (based on the Dollar Equivalent thereof) (i) not exceeding at any time (x) for all Letters of Credit not to exceed at any time Credit, the Letter of Credit Facility at such time, time and (iiy) for all Letters of Credit issued by such each Issuing Bank not to exceed Bank, such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by in an amount of the Existing Issuing Bank but Letter of Credit Minimum or more. The Borrower shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower liable for all Obligations with respect to Citibank of a request for an issuance of a any Letter of CreditCredit issued for the account of any of its Subsidiaries. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before (x) the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Designated 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 Administrative Designated 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 (By) in 5 Business Days prior to the case of a Trade final Termination Date; provided that no Letter of Credit, 60 days Credit may expire after the date Termination Date of issuance thereofany Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date; provided, howeverprovided further, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x1) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Termination and (y2) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facilityrenewed. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Designated Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing FBS Ag Credit further agrees to request ----------------- First Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) irrevocable letters of credit denominated in U.S. Dollars (such letters of creditcollectively "Letters" and individually, together with the Existing Letters of Credit, the “Letters of Credit”), a "Letter") on its behalf for the account of Borrower for the benefit of one or more beneficiaries to be named by Borrower from time (the "BENEFICIARY"), whether one or more, in form and substance acceptable to time on the Beneficiary provided that no Letter of Credit will be issued in any Business Day during amount which, after giving effect to such issuance, would cause (a) Total Revolving Outstandings to exceed the period from the date hereof until 30 days before the Maturity Date in respect lesser of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Revolving Loan Commitment, or (ii) the then current Borrowing Base, or (b) the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not Usage to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time$500,000. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing If First Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, received documents purporting to draw under such Standby a Letter of Credit prior that First Bank believes conform to the date requirements of the Letter, or if First Bank has decided that it will comply with Borrower's written or oral request of authorization to pay a drawing on any Letter that First Bank does not believe conforms to the requirements of the Letter, First Bank or FBS Ag Credit will notify Borrower of that fact. Borrower shall reimburse First Bank by 9:30 a.m. (Minneapolis time) on the day on which such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit drawing is to be paid in an amount equal to the expiration date (after giving effect to any renewal) amount of such Standby Letter drawing. Any amount by which Borrower has failed to reimburse First Bank for the full amount of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given such drawing by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire 10:00 a.m. on the date on which it otherwise would have been automatically renewed; providedsuch drawing is to be paid ("UNPAID DRAWING"), howevermay be paid by an FBS Ag Credit initiated Line of Credit Advance. The obligation of Borrower to reimburse First Bank for any amount drawn on any Letter, that even in and the absence obligation of receipt Borrower to repay FBS Ag Credit for any Line of a Notice of Renewal the applicable Issuing Bank may in its discretionCredit Advance made to fund such reimbursement, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been absolute, unconditional and irrevocable, shall continue for so delivered for all purposes under long as any Letter is outstanding notwithstanding any termination of this Agreement. Within , and shall be paid strictly in accordance with the limits terms of this Agreement, notwithstanding any of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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).following:

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) for the account support of the Borrower Borrower’s or its Subsidiaries’ obligations from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (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, time and (iiy) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance amount of a Letter of Credit$50,000 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 30 days before (x) the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit date that is one year after the date of issuance thereof, but may by its terms ; provided that any Letter of Credit which provides for automatic one-year extension(s) of such expiration date shall be renewable annually upon notice (a “Notice of Renewal”) given deemed to comply with the foregoing requirement if the Issuing Bank that issued has the unconditional right to prevent any such Standby Letter of Credit automatic extension from taking place and each Issuing Bank hereby agrees to exercise such right to the Administrative Agent on or prior extent necessary to prevent any date for notice of renewal set forth in such Letter of Credit but in any event at least three from being outstanding after the Termination Date or (y) five Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(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 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. Each Issuing Bank severally agrees, on Upon Borrowers’ application from time to time by use of the Bank’s standard form Letter of Credit Application Agreement and subject to the terms and conditions hereinafter provisions therein and herein set forth, the Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars on behalf of Borrowers under the Revolver Commitment, provided that (such i) no letters of creditcredit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the time of issuance the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued 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, each amount drawn, whether a full or partial draw thereon, shall be reflected by the Bank as an advance on the Revolver Note effective as of the date of the Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under the Revolver Commitment in an amount equal to the aggregate face amount of such letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank’s agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank 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 Letter of Credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter standard letter of Credit Commitment at credit processing/renewal/amendment fees, which such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit fee shall be renewed by due and payable at the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank time of a request for an issuance of a Letter each applicable letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(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)credit.

Letters of Credit. Each Issuing Bank severally agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters such Letters of credit Credit denominated in U.S. Dollars (such letters for the account of creditBorrower, together with and as applicable, at the Existing Letters discretion of Credit, the “Letters of Credit”)Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date approval by Issuing Lender, in respect its sole discretion; and, provided further, that after giving effect to all such Letters of the Revolving Credit Facility in an aggregate Available Amount Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Lender's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timein accordance with Section 2.3.11. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby Letter such documents are inconsistent with the terms of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance terms of Letters of Credit this Agreement shall control. An Issuing Lender shall not be under this Section 2.01(b), repay any obligation to issue 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).if:

Letters of Credit. Each Issuing Bank severally agreesIf the Administrator determines on any Distribution Date during the Series 2002-1 Rapid Amortization Period that there exists a Series 2002-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Series 2002-1 Letters of Credit, if any, as provided below; PROVIDED, HOWEVER, that the “Administrator shall not instruct the Trustee to draw on the Series 2002-1 Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date Credit in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower Series 2002-1 Lease Principal Payment Deficit on or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may the filing by its terms any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code unless and until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be renewable annually upon made under the AESOP I Operating Lease. Upon receipt of a notice (by the Trustee from the Administrator in respect of a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent Series 2002-1 Lease Principal Payment Deficit on or prior to any date for notice 11:00 a.m. (New York City time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount equal to the lesser of renewal set forth in (i) such Series 2002-1 Lease Principal Payment Deficit and (ii) the Series 2002-1 Letter of Credit but in any event at least three Business Days prior Amount on the Series 2002-1 Letters of Credit by presenting to the date of the proposed renewal of such Standby each Series 2002-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and upon fulfillment of shall cause the applicable conditions set forth Lease Deficit Disbursements to be deposited in Article III unless the Series 2002-1 Distribution Account on such Issuing Bank Distribution Date; PROVIDED, HOWEVER, that if the Series 2002-1 Cash Collateral Account has notified been established and funded, the Borrower (with a copy Trustee shall withdraw from the Series 2002-1 Cash Collateral Account and deposit in the Series 2002-1 Distribution Account an amount equal to the Administrative Agent) on or prior to the date for notice lesser 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 (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued Series 2002-1 Cash Collateral Percentage on such Standby Letter Distribution Date of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, Series 2002-1 Lease Principal Payment Deficit and (y) permit the Series 2002-1 Available Cash Collateral Account Amount on such beneficiary, upon receipt Distribution Date and draw an amount equal to the remainder of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire amount on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Series 2002-1 Letters of Credit under this Section 2.01(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)Credit.

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing "Letters of Credit, the “Letters of Credit”"), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 60 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 60 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (each, a "Letter of Credit") denominated in U.S. Dollars (such letters or any Letter of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit Currency for the account of the any Borrower and its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Letter of Credit Currency by reference to the Equivalent in Dollars of the Available Amount in the Letter of Credit Currency determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by the Issuing Banks and outstanding at any time not to exceed at any time the Letter of Credit Facility at such timeSub-Facility, (ii) for all Letters of Credit issued by such each Issuing Bank and outstanding at any time not to exceed the lesser of (x) the Letter of Credit Sub-Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) for each such Letter of Credit not to exceed an amount equal to the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for immediately prior to the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a such Letter of Credit. 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 10 Business Days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby final Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 Termination Date of any Notice of TerminationNon-Consenting Lender if, (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 such Issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Termination Date would be less than the Available Amount of such Standby Letter the Letters of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of expiring after such Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, and subject to 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(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder as of the Effective Date, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) the terms of this Agreement. If any Borrower shall request that a Letter of Credit be issued in a Letter of Credit Currency other than Dollars, any Issuing Bank may, with notice to the Agent and request such Borrower, fulfill its Letter of Credit Commitment by causing an Affiliate of such Issuing Bank organized in the issuance same jurisdiction as such Letter of additional Credit Currency or another foreign jurisdiction agreed to by such Issuing Bank and such Borrower, to act as the Issuing Bank in respect of such Letter of Credit, and such Issuing Bank shall, to the extent of Letters of Credit issued by its Affiliate, be deemed for all purposes hereof to have pro tanto assigned a corresponding amount of such Issuing Bank's Letter of Credit Commitment to such Affiliate in compliance with the provisions of Section 9.07 for so long as such Letter of Credit remains outstanding. Any drawing under this such Letter of Credit that is not immediately reimbursed by the applicable Borrower shall, in accordance with Section 2.01(b2.03(c), be deemed to be an Advance made by the applicable Issuing Bank.

Letters of Credit. Each The Borrower, the Existing Issuing Bank, the Initial Issuing Bank severally and each of the Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and after the Effective Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the each a “Letters Letter of Credit”), ) in U.S. dollars for the account of the Borrower in favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the date hereof until 30 days Effective Date to ten Business Days before the Maturity scheduled Termination Date in respect of for the Revolving Credit Facility (i) in an aggregate Available Amount (i) for all outstanding Letters of Credit not to exceed at any time the Letter of Credit Facility at on such time, Business Day and (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and (iii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitments Commitment of the Revolving Credit Lenders at on such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of CreditBusiness Day. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of 30 days before (A) ten Business Days prior to the Maturity scheduled Termination Date in respect of for the Revolving Credit Facility and (AB) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 ten Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof); provided, however, provided that the terms of each Standby Letter of the Letters of Credit that is automatically renewable annually (1) shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in of such Standby Letter of Credit notice of any Notice of Termination, (y2) shall permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date on which such Standby Letter of Credit otherwise would have been automatically renewed and (z3) shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date that is later than 30 days before ten Business Days prior to the Maturity scheduled Termination Date in respect of for the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby the related Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to aboveabove in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each Issuing Bank severally agrees, on 2.3.1 As a sublimit under the Revolving Commitment and subject to the terms and conditions hereinafter set forthhereof, at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters such Letters of credit Credit denominated in U.S. Dollars (such letters for the account of creditBorrower, together with and as applicable, at the Existing Letters discretion of Credit, the “Letters of Credit”)Issuing Lender, for the account of any Subsidiary, as Borrower may request by a Request for Letter of Credit; provided, however, that the Borrower from time form and substance of each Letter of Credit shall be subject to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date approval by Issuing Lender, in respect its sole discretion; and, provided further, that after giving effect to all such Letters of the Revolving Credit Facility in an aggregate Available Amount Credit, (i) for all Letters of Credit the Revolving Facility Usage does not to exceed at any time the Borrowing Availability, (ii) the Letter of Credit Facility at such time, (ii) for Usage under all outstanding Letters of Credit issued by such Issuing Bank does not to exceed such Issuing Bank’s the Letter of Credit Commitment at such timeSublimit, and (iii) for as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Xxxxxx's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such timein accordance with Section 2.3.11. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Each Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given subject to the additional terms and conditions of Issuing Bank that issued such Standby Lender’s standard agreement for a Letter of Credit and related documents, if any, required by Issuing Lender in connection with the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, to the extent that the terms of each Standby such documents are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender shall prohibit, or request that is automatically renewable annually shall (x) require such Issuing Lender refrain from, the Issuing Bank that issued issuance of letters of credit generally or such Standby Letter of Credit in particular or shall impose upon such Issuing Lender with respect to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Terminationrestriction, reserve or capital requirement (yfor which such Issuing Lender is not otherwise compensated hereunder) permit not in effect on the Closing Date, or shall impose upon -63- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement such beneficiaryIssuing Lender any unreimbursed loss, upon receipt cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; (b) the issuance of such notice, to draw under such Standby Letter of Credit prior would violate one or more policies of such Issuing Lender applicable to letters of credit generally; or (c) any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including the date delivery of Cash Collateral, satisfactory to such Standby Letter of Credit otherwise would have been automatically renewed and Issuing Lender (zin its sole discretion) not permit the expiration date with Borrower or such Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 11.5) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. An Issuing Lender shall be under no obligation to amend any renewalLetter of Credit if (A) of such Standby Issuing Lender would have no obligation at such time to issue the Letter of Credit in any event to be extended to a date later than 30 days before its amended form under the Maturity Date in respect terms hereof, or (B) the beneficiary of the Revolving Letter of Credit Facility. If either a Notice of Renewal is does not given by accept the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant proposed amendment to the immediately preceding sentence, such Standby Letter of Credit. 2.3.2 Each Request for Letter of Credit shall expire on be submitted to Issuing Lender, with a copy to Administrative Agent, at least two (2) Business Days prior to the date on upon which it otherwise would have been automatically renewed; providedthe related Letter of Credit is proposed to be issued. Administrative Agent shall promptly notify Issuing Lender whether such Request for Letter of Credit, however, that even in and the absence of receipt issuance of a Notice Letter of Renewal the applicable Issuing Bank may in its discretionCredit pursuant thereto, unless instructed conforms to the contrary by the requirements of this Agreement. Upon issuance of a Letter of Credit, Issuing Lender shall promptly notify Administrative Agent, and Administrative Agent or shall promptly notify the BorrowerLenders, deem that of the amount and terms thereof. 2.3.3 Upon the issuance of a Notice Letter of Renewal had been timely delivered and in such caseCredit, a Notice of Renewal each Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit from Issuing Lender in an amount equal to that Xxxxxx’s Pro Rata Share. Without limiting the scope and nature of each Lender’s participation in any Letter of Credit, to the extent that Xxxxxxx Xxxxxx has not been reimbursed by Borrower for any payment required to be made by Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse Issuing Lender through Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so delivered reimburse Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse Issuing Lender for all purposes the amount of any payment made by Issuing Lender under this Agreementany Letter of Credit together with interest as hereinafter provided. Within 2.3.4 Subject to Xxxxxxxx’s right to finance such payment through a Revolving Loan pursuant to Section 2.3.5, Xxxxxxxx agrees to pay to Issuing Lender through Administrative Agent an amount equal to any payment made by Issuing Lender with respect to each Letter of Credit within one (1) Business Day after demand made by Issuing Lender therefor, together with interest on such amount from the limits date of any payment made by Issuing Lender at the rate equal to the then Applicable Base Rate for two (2) Business Days and thereafter, at the Default Rate. The principal amount of any such payment shall be used to reimburse Issuing -64- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Lender for the payment made by it under the Letter of Credit Facilityand, and subject to the limits referred extent that the Lenders have not reimbursed Issuing Lender pursuant to aboveSection 2.3.3, the interest amount of any such payment shall be for the account of Issuing Lender. Each Lender that has reimbursed Issuing Lender pursuant to Section 2.3.3 for its Pro Rata Share of any payment made by Xxxxxxx Xxxxxx under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of Xxxxxxx Xxxxxx against Xxxxxxxx for reimbursement of principal and interest under this Section 2.3.4 and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Xxxxxxxx (but only with respect to periods subsequent to the date such Lender reimbursed Xxxxxxx Xxxxxx) with respect to such claim. Upon receipt of any such reimbursement from Xxxxxxxx, Issuing Lender shall pay to Administrative Agent, for the ratable benefit of those Lenders that had reimbursed such Issuing Lender pursuant to Section 2.3.3 for their respective Pro Rata Shares of any payment made by such Issuing Lender under a Letter of Credit to which such reimbursement applies, the amount of such reimbursement. 2.3.5 Borrower may request that a Revolving Loan be made in accordance with Section 2.1 to provide funds for the payment required by Section 2.3.4; provided that, after giving effect to any such Loan, the Revolving Facility Usage does not exceed the Borrowing Availability at such time. The proceeds of such Revolving Loan shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.6 If Borrower fails to make the payment required by Section 2.3.4 within the time period therein set forth, in lieu of the reimbursement to Issuing Lender under Section 2.3.3, Issuing Lender may (but is not required to), without notice to or the consent of Borrower, instruct Administrative Agent to cause Revolving Loans to be made by the Lenders under the Revolving Commitment in an aggregate amount equal to the amount paid by Issuing Lender with respect to that Letter of Credit, provided that such Revolving Loans shall automatically be made as Base Rate Loans. The proceeds of such Loans shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.7 The issuance of Letters any supplement, modification, amendment, renewal, or extension to or of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request shall be treated in all respects the same as the issuance of additional Letters a new Letter of Credit. 2.3.8 Xxxxxxxx’s obligation to reimburse Letter of Credit Obligations as provided in Section 2.3.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Section 2.01(bAgreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. -65- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement No Indemnified Person shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence)., or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by such Xxxxxxx Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), an Issuing Lender shall be deemed to have exercised care in each such determination, and that: (1) Issuing Lender may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation; (2) Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; (3) Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and (4) this sentence shall establish the standard of care to be exercised by Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing). Without limiting the foregoing, no Indemnified Person shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) Issuing Lender declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) Issuing Lender retaining proceeds of a Letter of

Letters of Credit. (a) Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars or any Committed Currency for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect an Available Amount not to exceed an amount equal to the Unused Commitments of the Revolving Credit Facility in an Lenders at such time; provided that (x) the aggregate Available Amount (i) for of all Letters of Credit issued by all Issuing Banks shall not to exceed at any time the Letter of Credit Facility at such time, (ii) for time and the aggregate Available Amount of all Letters of Credit issued by such any Issuing Bank shall not to exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time, time and (iiiy) for each no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. A Letter of Credit not to exceed the Unused Revolving Credit Commitments may be a commercial letter of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters credit or a standby letter of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Creditcredit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days 10 Business Days before the Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Termination Date, provided that no Letter of Credit one year may expire after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, 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 Commitment Termination Date of any Notice of TerminationNon-Consenting Lender if, (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 such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any renewalreplacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of such Standby Letter all Letters of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of expiring after such Commitment Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. 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(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(b2.03(a).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit Credit, including, without limitation, Existing Letters of Credit, not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. 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 earliest of 30 (A) 60 days before the Maturity Date in respect of the Revolving Credit Facility and Termination Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 15 days before the Maturity Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s at any time the Letter of Credit Commitment Facility at such time, time and (iiiii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 15 days before the Maturity Termination Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”") and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 15 days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of or Renewal is not given by the Borrower or a Notice of Termination is given by the applicable relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of or Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby and trade letters of credit denominated in U.S. Dollars (such letters of crediteach, together with the Existing Letters of Credit, the a “Letters Letter of Credit”), ) denominated in Dollars or any Committed Currency for the account of the any Borrower (or on behalf of Subsidiaries specified by any Borrower) from time to time on any Business Day during the period from the date hereof Effective Date until 30 days before the Maturity Termination Date in respect of the Revolving Credit Facility 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, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. 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 Maturity Date in respect of the Revolving Credit Facility and (A) in the case of a Standby Letter of Credit one year after the date of issuance thereof, but may by thereof (or one year after its terms be renewable annually upon notice (a “Notice of Renewal”renewal or extension) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three ten Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this AgreementDate. Within the limits of the Letter of Credit Facility, 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(b), repay any . Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit Advances resulting from drawings thereunder issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to Section 2.04(c) and request the issuance terms of additional Letters of Credit under this Section 2.01(b)Agreement.

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), Credit for the account of the Borrower from time to time on any Business Day during the period from the date hereof Closing Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (A) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiB) in an Available Amount for each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including excluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 (A) sixty (60) days before the Maturity Date in respect fifth anniversary of the Revolving Credit Facility Closing Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (AC) in the case of a Standby Trade Letter of Credit one year Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such any Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III may, by its terms, be automatically renewable annually unless such Issuing Bank has shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"NOTICE OF TERMINATION"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.01(d).

Letters of Credit. Each The Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit, the “Letters of Credit”), for the account of the Borrower Borrowers from time to time on any Business Day during the period from the date hereof Effective Date until 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility Termination Date (i) in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s 's Letter of Credit Commitment at such time, time and (iiiii) in an Available Amount for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower; provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower Borrowers or the beneficiary to require renewal) later than (A) the earlier of 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit Facility and Termination Date, (AB) in the case of a Standby Letter of Credit one year Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, but may any Standby Letter of Credit may, by its terms terms, be renewable annually upon notice (a “"Notice of Renewal”") given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (but in any event at least three five (5) Business Days prior to the date of the proposed renewal of such Standby Letter of Credit Credit) and upon fulfillment of the applicable conditions set forth in Article III 3 unless such Issuing Bank has shall have notified the Borrower Borrowers (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (but in any event at least 30 thirty (30) Business Days prior to the date of automatic renewal renewal) of its election not to renew such Standby Letter of Credit (a “"Notice of Termination”) and (B) in the case of a Trade Letter of Credit, 60 days after the date of issuance thereof"); provided, however, provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 sixty (60) days before the Maturity Date in respect of the Revolving Credit FacilityTermination Date. If either a Notice of Renewal is not given by the Borrower Borrowers or a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal Renewal, the applicable Issuing Bank may may, in its discretion, discretion unless instructed to the contrary by the Administrative Agent or the BorrowerBorrowers, deem that a Notice of Renewal had been timely delivered and and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower Borrowers may request the issuance of Letters of Credit under this Section 2.01(b2.1(b), repay any Letter of Credit Advances resulting from drawings thereunder under Letters of Credit pursuant to Section 2.04(c2.3(c) and request the issuance of additional Letters of Credit under this Section 2.01(b2.1(b).