Common use of Letters of Credit Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Letters of Credit. (i) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon of this Loan Agreement and the agreements applicable Letter of the Revolving Credit Lenders set forth in this Agreement, Lender agrees to issue letters issue, amend, renew or extend one or more Letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency Credit for the account of the Borrower or any Subsidiary, and its specified Subsidiaries to honor compliant drawings under such Letters of Credit, from time to time on any Business Day during the period from the Effective Closing Date until 30 days before to and including the later of the Termination Date in an aggregate Available Amount (based in respect of any Letters or the Expiration Date; provided, however, that the Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank Liabilities will not to exceed at any time exceed the lesser of (xa) the Letter of Credit Facility at such time $50,000,000.00, and (yb) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments amount of the Revolving Credit Lenders (including any replacement Commitment, minus the outstanding Revolving Credit LendersLoans. Each Letter of Credit (i) for will expire at or prior to the period following close of business on the Expiration Date (as hereinafter defined), (ii) will be payable in Dollars, (iii) must support a transaction that is entered into in the ordinary course of Borrower’s business, (iv) must be satisfactory in form and substance to Lender, and (v) will be issued pursuant to such Termination Date would be less than documents and instruments (including, without limitation, the Available Amount Letter of Credit Agreement) as Lender may require. The “Expiration Date” shall mean the date that is one year or two years (depending on the agreed term thereof set forth in the Letter of Credit Agreement) after the date of the issuance of the Letter of Credit (or, in the case of any renewal or extension thereof, one year or two years after such renewal or extension). In the event the Expiration Date is after the Termination Date, all terms and conditions of this Loan Agreement and the other Loan Documents, including all security for such Obligations, shall remain in full force and effect until such Expiration Date (except to the extent any outstanding Letter of Credit has been cash collateralized in accordance with Section 3.07). All Existing Letters of Credit expiring shall be deemed to have been issued pursuant hereto, and from and after such Termination Date. Within the limits referred Closing Date shall be subject to above, and governed by the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)terms and conditions hereof.

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

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

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

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

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

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

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

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

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

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

Letters of Credit. Applications for each desired Letter of Credit under this Agreement shall be made by the Borrower to the Lender on (i) Each Issuing Bank agrees, on the terms an Application and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Agreement for Commercial Letter of Credit”) denominated Credit in Dollars or any Committed Currency for the account of form attached hereto as Exhibit “2” and made a part hereof (as the Borrower and its specified Subsidiaries same may be revised by the Lender from time to time) or (ii) an Application and Agreement for Standby Letter of Credit in the form attached hereto as Exhibit “3” and made a part hereof (as the same may be revised by the Lender from time on any Business Day during to time), delivered to the period from Lender no later than three (3) Banking Days prior to the Effective Date until 30 days before date the Termination Date in Letter of Credit is desired. Each Letter of Credit shall be for an aggregate Available Amount (based in respect amount which is at least $25,000.00. The expiry date of any Letter of Credit shall be no later than the Maturity Date ( September 2, 2011); provided, however, that for any Letter of Credit with a expiry date later than the Maturity Date, the Borrower shall, no later than the date which is thirty (30) days prior to the Maturity Date, either (a) make arrangements satisfactory to the Lender for a credit facility to support all Letters of Credit to be denominated in a Committed Currency by reference outstanding as of such date (i.e., the date which is thirty (30) days prior to the Equivalent thereof in Dollars determined on Maturity Date), or (b) deposit with the Lender cash sufficient to fully collateralize all Letters of Credit outstanding as of such date (i.e., the date which is thirty (30) days prior to the Maturity Date). The aggregate amount of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed and outstanding at any one time may not exceed Two Million Dollars ($2,000,000.00), and the lesser amount of (x) the Commitment available to the Borrower for Advances shall be reduced by the aggregate amount of all Letters of Credit issued and outstanding at any one time. In addition to the Standby Letter of Credit Facility Fee payable by the Borrower pursuant to Section 6.8 of this Agreement, for Standby Letters of Credit issued hereunder, the Borrower shall, at such the time of the issuance of each Letter of Credit, pay to the Lender its standard letter of credit issuance fee. The Borrower shall also pay to the Lender its standard amendment and (y) such Issuing Bank’s negotiation fees, upon any amendment or negotiation of any Letters of Credit. Upon the negotiation of any Letter of Credit Commitment at such time and (ii) for each such the payment by the Lender of the amount drawn thereunder, the amount so drawn shall become and be deemed part of the Principal Balance. Upon the occurrence of an Event of Default hereunder, the full amount of any outstanding Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments shall become and be deemed part of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Principal Balance. The Letters of Credit expiring after shall be issued for general corporate purposes, consistent with the Borrower’s real estate operations, and for such Termination Date. Within other purposes as the limits referred to above, the Borrower Lender may from time to time request the issuance of Letters of Credit under this Section 2.01(d)approve.

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

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

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

Letters of Credit. (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “"Letter of Credit”") denominated in Dollars or any Committed Currency for the account of the any Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date applicable to such Issuing Bank in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s 's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; . Each Letter of Credit shall be for a stated amount of $250,000 or more, unless otherwise agreed upon between the Company and the Issuing Bank. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of (x) the date that is one year after the date of issuance thereof or (y) 10 Business Days prior to the Termination Date applicable to such Issuing Bank, provided that that, if the Termination Date has been extended pursuant to Section 2.17, no Letter of Credit may expire after the Termination Date of any Non-Extending Consenting Lender if, after giving effect to such issuanceLetter of Credit, the aggregate Revolving Credit Commitments of the Revolving Credit Consenting Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

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

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

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

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

Letters of Credit. Upon the Borrowers' application from time to time by use of BOk's standard form Letter of Credit Application Agreement and subject to the terms and provisions therein and herein set forth, BOk agrees to issue standby letters of credit on behalf of the Borrowers under the BOk Commitment in an aggregate unfunded amount not in excess of $1,000,000 (including, without limitation, the outstanding $50,000 standby Letter of Credit issued pursuant to Section 2.4 of the Existing Agreement), provided that (i) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue any letters of credit issued on behalf of or on the account of Borrowers with an expiry date later than March 31, 1998, will, at the Bank's sole option, be fully secured and collateralized by cash or cash equivalent (eachcertificate of deposit, a “Letter time deposit or comparable investments) acceptable to the Bank in its sole discretion and held thereby from and after March 31, 1998, until expiration or cancellation of Credit”such letter(s) denominated in Dollars of credit or any Committed Currency payment of all draws made thereon on demand of the Bank and (ii) no letter of credit will be issued on behalf of or for the account of the Borrower Borrowers if at the time of issuance the outstanding amount of all unpaid Convertible Loan advances (including the aggregate outstanding and its specified Subsidiaries from time to time on any Business Day during unfunded amount of unexpired letters of credit then existing) under the period from Commitments as evidenced by the Effective Date until 30 days before Convertible Note plus the Termination Date in an aggregate Available Amount (based in respect maximum amount of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not then being requested would exceed the Bank Borrowing Base. If any letter of credit is drawn upon at any time, each amount drawn, whether a full or partial draw thereon, shall be automatically reflected by the Bank as an advance on the Convertible Note effective as of the date of BOk's honoring the sight draft. In consideration of BOk's agreement to exceed an amount issue standby letters of credit hereunder, the Borrowers agree to pay to BOk letter of credit fees equal to one and one-half percentage points (1.5%) per annum on the Unused Revolving Credit Commitments face amount of each letter of credit, which such fee shall be due and payable to BOK at the Lenders at such time; provided that no Letter time of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters each applicable letter of Credit under this Section 2.01(d)credit.

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

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

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

Letters of Credit. (i) Each In addition to the Borrowers requesting that the Lenders make Revolving Loans pursuant to Section 2.1, the Borrowers may request, in accordance with the provisions of this Section 2.16A, that on and after the Closing Date an Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements issue Letters of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) Borrowers; provided that: (i) for all Letters of Credit issued by each the Borrowers shall not request that any Issuing Bank not to exceed at issue any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the Total Utilization of Revolving Commitments would exceed the aggregate Revolving Credit Commitments of then available, as the amount available under the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would Commitments may be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may reduced from time to time pursuant to Section 2.4 or limited from time to time pursuant to Section 2.1A; (ii) in no event shall any Issuing Bank issue (x) any Letter of Credit having an expiration date later than the Revolver Maturity Date, (y) any Commercial Letter of Credit having an expiration date more than 180 days after its date of issuance; provided that the Issuing Bank may issue Commercial Letters of Credit having expiration dates between 181 days and 270 days after the date of issuance so long as, after giving effect to the issuance thereof the aggregate face amount of all such Commercial Letters of Credit outstanding does not exceed $7,500,000, or (z) any Standby Letter of Credit having an expiration date more than one year after its date of issuance; and (iii) the Borrowers shall not request that any Issuing Bank issue any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage in respect of all Letters of Credit would exceed the lesser of $50,000,000 or the Revolving Commitments. The issuance of any Letter of Credit in accordance with the provisions of this Section 2.16 shall be given effect in the calculation of the Total Utilization of Revolving Commitments and shall require the satisfaction of each condition set forth in Section 3.3. Immediately upon the issuance of Letters each Letter of Credit under this Section 2.01(d)by the Issuing Bank, each Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation in such Letter of Credit and drawings thereunder in an amount equal to such Lender's Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount that is or at any time may become available to be drawn thereunder.

Letters of Credit. As a portion of the line of credit availability up to the Letter of Credit Sublimit (i) Each Issuing Bank agrees, on and subject to the Borrowing Base and the other terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth contained in this Agreement), to the Issuing Bank will issue standby letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified (including for the commercial needs of any one or more of the Borrower’s wholly-owned Subsidiaries from time to time in existence, so long as such entity is wholly owned directly or indirectly) from time to time. The expiration of such letters of credit shall be on any a Business Day during not later than one year after issuance, and further shall not extend beyond the Maturity Date of the line of credit. The expiration date of a letter of credit may not be extended on or after the Maturity Date and no letter of credit may be renewed, replaced or increased on or after the Maturity Date. The Borrower shall pay to the Agent, for disbursement to the Banks in accordance with Subsection 9.1(a), a fee for each standby letter of credit at the per annum rate equal to the Applicable LIBO Rate Margin then in effect on the face amount of the letter of credit for the period from the Effective Date until 30 days date of issuance to its expiration date, payable quarterly in arrears on each June 30, September 30, December 31 and March 31 (and on the Maturity Date). In addition, the Borrower shall pay the Agent as a fronting fee, which the Agent shall retain for its own account as letter of credit Issuing Bank, one-quarter of one percent (0.25%) on the face amount. The Borrower also shall pay to the Agent, for the account solely of the Issuing Bank, additional amounts customarily charged by the Issuing Bank for the issuance and processing of letters of credit. Each letter of credit shall be issued not later than the close of the Issuing Bank’s business (Central Time) on the third (3rd) Business Day after receipt (including by facsimile pursuant to Section 10.1 hereof) by the Issuing Bank of the Borrower’s written application in substantially the form of the Issuing Bank’s then standard Application for Irrevocable Standby Letter of Credit and Letter of Credit Agreement, executed by the Borrower (by any one of the persons designated by the Borrower in writing to the Agent in accordance with the terms of Subsection 2.1(d) below). Such application and agreement shall be Collateral Documents under this Agreement, supplemental to and not in replacement of this Agreement and the other Collateral Documents, provided that in the event of a conflict between such application and agreement and this Agreement then this Agreement shall prevail (even if such application or agreement is executed later). In the event such written application is telecopied to the Issuing Bank, the Issuing Bank may but need not confirm such application before acting thereupon. The Issuing Bank may rely fully and completely upon the Termination Date authority of the signatory of such written application and the contents thereof unless such authority is terminated by written notice to the Issuing Bank, and any such termination of authority shall be effective only prospectively. Such letters of credit will be documented on the Issuing Bank’s standard forms. No letter of credit will be issued (x) if the face amount thereof plus the aggregate Letter of Credit Usage then outstanding would exceed the Letter of Credit Sublimit, or (y) if the face amount thereof plus the aggregate Letter of Credit Usage then outstanding plus the aggregate of all Advances then outstanding would exceed the Commitment Limit. Payment by the Issuing Bank of a draw on a standby letter of credit, if not reimbursed in full on the same day by the Borrower, automatically (notwithstanding the limitation in Subsection 2.1(a) above) shall be an aggregate Available Amount (based in respect Advance as a part of the Loan bearing interest from the date of such draw at the Base Rate. Upon its issuance of any Letters such letter of Credit credit, the Issuing Bank shall promptly notify each other Bank of such issuance. Immediately upon the issuance by the Issuing Bank of any letter of credit, the Issuing Bank shall be deemed to have sold and transferred to each other Bank and each such other Bank shall be denominated deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation in a Committed Currency by reference such letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. The amount of such other Bank’s participation shall be such other Bank’s prorata portion (i.e., such Bank’s Commitment as compared to the Equivalent thereof aggregate of the Commitments). In the event that the Issuing Bank makes any payment under any letter of credit and the Borrower shall not have reimbursed such amount in Dollars determined full to the Issuing Bank on the date of delivery such payment, the Issuing Bank shall promptly notify the Agent, which shall promptly notify each other Bank of such failure, and each other Bank shall promptly and unconditionally pay to the Issuing Bank the amount of such other Bank’s prorata portion (i.e., such Bank’s Commitment as compared to the aggregate of the Commitments) of such unreimbursed payment in immediately available funds. If the Agent so notifies, prior to 11:00 a.m. (Central Time) on any Business Day, each Bank shall make such payment on such Business Day. The failure or refusal by any Bank to make reimbursement to the Issuing Bank at the aforesaid time and place in the amount of its portion of such reimbursement shall not relieve any other Bank from its several obligation hereunder to make reimbursement to the Issuing Bank in the amount of such other Bank’s portion of such requested reimbursement (but no Bank shall be responsible for the failure of any Bank to make reimbursement to the Issuing Bank of such other Bank’s portion of such requested reimbursement). If any Bank makes reimbursement to the Issuing Bank of such amount on a date after the aforesaid date for reimbursement, such Bank shall pay to the Issuing Bank on demand an amount computed on the basis set forth in Subsection 2.1(e) above (substituting such reimbursement due date for the Advance Date), which Subsection 2.1(e) shall be fully applicable Notice to such failure. The obligations of Issuance) (i) for all Letters the other Banks to make reimbursement payments to the Issuing Bank with respect to letters of Credit credit issued by each it shall be irrevocable and not subject to any qualification or exception whatsoever. In determining whether to pay under any letter of credit, the Issuing Bank not shall have no obligation relative to exceed at the other Banks other than to confirm that any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such letter of credit. 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 gross negligence or willful misconduct shall not to exceed an amount equal create for the Issuing Bank any resulting liability to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of Borrower or any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Bank. Letters of Credit expiring after such Termination Date. Within credit issued under the limits referred to above, Prior Loan Agreement and still outstanding on the Borrower may from time to time request the issuance of Letters of Credit Closing Date shall hereafter be counted under and governed by this Section 2.01(d)Agreement.

Letters of Credit. (i) Each The Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit or letters of guarantee (each, a both such letters of credit and letters of guarantee are collectively called the “Letter Letters of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Closing Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each the Issuing Bank not to exceed at any time the lesser Letter of Credit Facility. No Letter of Credit shall have an expiration date (including all rights of the Borrower or any beneficiary to require renewal) later than the earlier of the Termination Date and one year after the date of issuance thereof. Any Letter of Credit may, upon request of the Borrower, include a provision whereby such Letter of Credit may be renewed for additional consecutive periods of 12 months or less, provided that (x) the consent of the Majority Lenders and the Issuing Bank will be required for any such renewal during the continuance of a Default or Event of Default, (y) the renewed Letter of Credit Facility at shall have the same terms (or such time revised terms as could have been issued in a new Letter of Credit) and (y) such Issuing Bank’s shall be for the same amount as the relevant Letter of Credit Commitment at such time immediately prior to its renewal, and (iiz) for each the expiration date (including all rights of the Borrower to require renewal) of such renewed Letter of Credit not to exceed an amount equal to shall be no later than the Unused Revolving Credit Commitments earlier of the Lenders at such time; provided that no Termination Date and one year after the date of issuance thereof. Within the limits of the Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifFacility, after giving effect and subject to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.16(a), the Borrower may repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.16(d), and the Borrower may request the issuance of additional Letters of Credit under this Section 2.16(a). Each Letter of Credit shall be denominated in Dollars. On the expiration date of a Letter of Credit (if such Letter of Credit has not been renewed in accordance with its terms), such Letter of Credit will be deemed to be terminated. The Issuing Bank will notify each Lender on the Business Day immediately after the date of such termination.

Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution Date during the Series 2019-3 Rapid Amortization Period that on such Distribution Date there will exist a Series 2019-3 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2019-3 Letters of Credit, if any, as provided below. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2019-3 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) Each Issuing Bank agreessuch Series 2019-3 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2019-3 Letter of Credit Liquidity Amount on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Series 2019-3 Letters of Credit by presenting to each Series 2019-3 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be denominated deposited in a Committed Currency by reference the Series 2019-3 Distribution Account on such date; provided, however, that if the Series 2019-3 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2019-3 Cash Collateral Account and deposit in the Series 2019-3 Distribution Account an amount equal to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter Series 2019-3 Cash Collateral Percentage for such date of Credit Facility at the lesser of the Series 2019-3 Lease Principal Payment Deficit and the Principal Deficit Amount for such time Distribution Date and (y) the Series 2019-3 Available Cash Collateral Account Amount on such Issuing Bank’s Letter of Credit Commitment at such time date and (ii) for each such Letter of Credit not to exceed draw an amount equal to the Unused Revolving Credit Commitments remainder of such amount on the Series 2019-3 Letters of Credit. Notwithstanding any of the Lenders at such time; provided that no Letter of Credit may expire preceding to the contrary, during the period after the Termination Date date of the filing by any Non-Extending Lender if, after giving effect of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to such issuanceLoan Interest required to be made under the AESOP I Operating Lease, the aggregate Revolving Credit Commitments of Administrator shall only instruct the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for Trustee to draw on the period following such Termination Date would be less than the Available Amount of the Series 2019-3 Letters of Credit expiring after such Termination Date. Within (or withdraw from the limits referred Series 2019-3 Cash Collateral Account, if applicable) pursuant to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2019-3 Liquidity Amount on such date over (y) the Series 2019-3 Required Liquidity Amount on such date.

Letters of Credit. (i) Each Issuing Upon the request of the Borrower and after receipt of a properly completed and signed Letter of Credit Agreement from the Borrower, the Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Note and the applicable Letter of Credit Agreement, to issue letters Letters of credit (eachCredit and to renew, a “Letter extend, increase, decrease or otherwise modify Letters of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries , from time to time on any Business Day during after the period from date hereof until the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference 30th day prior to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such timeMaturity Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifprovided, however, that, after giving effect to the issuance or modification of any such issuanceLetter of Credit, (x) the aggregate Revolving amount of Outstanding Letter of Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of Obligations shall not exceed the Letters of Credit expiring after Sublimit, and (y) the aggregate amount of the outstanding principal balance of all Advances made hereunder plus the Outstanding Letter of Credit Obligations shall not exceed $45,000,000.00 at such Termination time. No Letter of Credit shall have an expiry date later than the 10th Business Day prior to the Maturity Date. Within The Borrowers shall pay to the limits referred Bank with respect to aboveeach Letter of Credit (A) a fee at the per annum rate equal to the Applicable Margin for LIBOR Rate Advances and LIBOR Floating Rate Advances on the undrawn stated amount under such Letter of Credit, such fee to be payable in advance by the Borrower may to the Bank on the first day of each calendar quarter, and (B) the Bank’s standard set up and issuance fees in effect from time to time request at the time of issuance of Letters each Letter of Credit. If not sooner paid, all Outstanding Letter of Credit under this Section 2.01(d).Obligations shall be payable on the Maturity

Letters of Credit. From time to time upon request by the Borrowers (ior any of them) Each and upon the execution of letter of credit documentation reasonably satisfactory to Agent and the Issuing Bank agrees(as defined below), on the terms Issuing Bank, within the limits of the Borrowing Base, as then computed, and conditions hereinafter set forth, in reliance upon also within the agreements limits of the Revolving Credit Lenders set forth in this AgreementLimit, to shall issue commercial or standby letters of credit from time to time by the Issuing Bank for the account of a Borrower (eachcollectively "Letters of Credit"), a “provided that the amount of outstanding Letters of Credit hereunder shall at no time exceed Three Million US Dollars (US$3,000,000.00). The Letters of Credit shall be on other terms mutually acceptable to the Issuing Bank and the requesting Borrower (it being understood that the terms reflected in the Issuing Bank's standard letter of credit forms then in effect shall be deemed to be satisfactory to the Issuing Bank), and no Letter of Credit shall have an expiration date later than the sooner to occur of (i) twelve (12) months from the date of issuance of the subject Letter of Credit”, or (ii) denominated the Termination Date (as defined below) unless prior to such date, the Borrower has provided the Issuing Bank with cash collateral at least equal to the Issuing Bank's obligation under such Letter of Credit. A Revolving Loan in Dollars or an amount equal to any Committed Currency amount paid by the Issuing Bank under a Letter of Credit shall be deemed made to the Borrowers, without request therefor, immediately upon any payment by the Issuing Bank on such Letter of Credit in accordance with the terms thereof. In connection with the issuance of any Letter of Credit, the Borrowers shall pay to the Agent, for the account of the Borrower Issuing Bank and its specified Subsidiaries from time the Revolving Credit Lenders, on the last day of each calendar quarter, in arrears, a fee (each, a "Letter of Credit Fee") equal to time on any Business Day during the period from then Applicable Margin per annum for LIBOR Rate Loans multiplied by the Effective Date until 30 days before face amount of the Termination Date in an aggregate Available Amount (based in respect of any undrawn Letters of Credit outstanding during the subject quarter. The Borrowers shall also pay to be denominated Issuing Bank, for its own account, with respect to any Letter of Credit, a fee in accordance with the fee schedule then in effect at Issuing Bank for Letters of Credit plus transaction fees at the customary rates charged by the Issuing Bank and all other normal and customary fees charged by the Issuing Bank in connection with the issuance of a Committed Currency by reference letter or credit. Each Borrower hereby authorizes and directs the Agent, in the Agent's sole discretion (provided, however, the Agent shall have no obligation to do so) to pay all such fees and costs as the same become due and payable and to treat the same as a Revolving Loan to the Equivalent thereof in Dollars determined on Borrowers, which shall be added to Borrowers' loan balance pursuant to this Agreement; provided, further, that unless an Event of Default then exists and is continuing, the date of delivery of Agent shall promptly furnish the applicable Notice Borrower notice of Issuanceany such charge. For purposes of computing the Revolving Credit Limit and the calculations in Section 5(a), Section 5(k) (i) for and Section 5(y), all Letters of Credit issued by each Issuing Bank not and acceptances shall be deemed to exceed at any time the lesser of (x) the Letter of Credit Facility at such time be Revolving Loans and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender ifAdvances, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)as applicable.

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

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

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

Letters of Credit. (i) Each Issuing Bank agrees2.7(a). Availability of Letters of Credit. Provided no Event of Default or event which, on with the terms passage of time, may become an Event of Default, exists under this Agreement or the Loan Documents, the Borrower may also request commercial and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue stand-by letters of credit (each, a “Letter Letters of Credit”) denominated under the revolving line of credit established by Lender in Dollars or any Committed Currency for Section 2.1 above, but in no event shall the account sum of the Borrower Aggregate Revolving Loans and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit exceed the lesser of the Maximum Revolving Loan Credit or the Borrowing Base. Each Letter of Credit shall be issuable in such stated amount as the Borrower shall request on reasonable prior notice, in favor of such beneficiary to which the Borrower has actual or contingent obligations incurred in the ordinary course of business. The Borrower agrees that, in connection with each Letter of Credit, Borrower shall execute and deliver to Lender the Lender’s form of Application and Agreement for Irrevocable Letter of Credit (the “LC Agreement”) which shall define the rights and obligations of Lender and the Borrower. The expiration date and other material terms and provisions of each Letter of Credit shall be denominated in a Committed Currency by reference subject to the Equivalent thereof in Dollars determined on the advance approval of Lender. The expiration date of delivery each Letter of Credit shall not be later than the applicable Notice Revolving Loan Maturity Date. Borrower shall pay to Lender at the time of Issuance) each request for a Letter of Credit (i) for all Letters an issuance fee equal to two percent (2%) of Credit issued by the amount of each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time Credit, and (ii) the Lender’s then current application fee. Any sum not reimbursed by the Borrower in accordance with the LC Agreement shall be payable ON DEMAND, shall constitute a “Loan” for each such Letter purposes of Credit not to exceed an amount equal to this Agreement and shall bear interest which shall accrue, be calculated and be payable (in the Unused Revolving Credit Commitments absence of demand by Lender) at the Applicable Rate. All obligations of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance in respect of Letters of Credit under this Section 2.01(dCredit, the LC Agreement and related Loans shall be secured by and entitled to the benefits of the Loan Documents. 2.7(b).

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

Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution Date during the Series 2019-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2019-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2019-1 Letters of Credit, if any, as provided below. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2019-1 Lease Principal Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) Each Issuing Bank agreessuch Series 2019-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2019-1 Letter of Credit Liquidity Amount on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Series 2019-1 Letters of Credit by presenting to each Series 2019-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be denominated deposited in a Committed Currency by reference the Series 2019-1 Distribution Account on such date; provided, however, that if the Series 2019-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2019-1 Cash Collateral Account and deposit in the Series 2019-1 Distribution Account an amount equal to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter Series 2019-1 Cash Collateral Percentage for such date of Credit Facility at the lesser of the Series 2019-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such time Distribution Date and (y) the Series 2019-1 Available Cash Collateral Account Amount on such Issuing Bank’s Letter of Credit Commitment at such time date and (ii) for each such Letter of Credit not to exceed draw an amount equal to the Unused Revolving Credit Commitments remainder of such amount on the Series 2019-1 Letters of Credit. Notwithstanding any of the Lenders at such time; provided that no Letter of Credit may expire preceding to the contrary, during the period after the Termination Date date of the filing by any Non-Extending Lender if, after giving effect of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to such issuanceLoan Interest required to be made under the AESOP I Operating Lease, the aggregate Revolving Credit Commitments of Administrator shall only instruct the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for Trustee to draw on the period following such Termination Date would be less than the Available Amount of the Series 2019-1 Letters of Credit expiring after such Termination Date. Within (or withdraw from the limits referred Series 2019-1 Cash Collateral Account, if applicable) pursuant to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2019-1 Liquidity Amount on such date over (y) the Series 2019-1 Required Liquidity Amount on such date.

Letters of Credit. (i) Each Issuing Bank agrees, on A. Subject to the terms and conditions hereinafter set forth, of this Agreement and in reliance upon the agreements of the Revolving Credit Lenders representations and warranties set forth herein, in addition to requesting that Lenders make Revolving Loans, the Company may request, in accordance with the provisions of this Agreementsubsection 2.9, to that the Issuing Bank issue letters Letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency Credit for the account of the Borrower Company (alone, or with one or more Subsidiaries); provided that (i) in no event shall the Issuing Bank issue (a) any Standby Letter of Credit having an expiration date more than the earlier of (A) 2 years after its date of issuance and (B)10 Business Days before the scheduled Termination Date or (b) any Commercial Letter of Credit having an expiration date more than the earlier of (A) 180 days after its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until date of issuance and (B) 30 days before the scheduled Termination Date in an aggregate Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such the Issuing Bank will not issue any Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire (a) on or after the Termination Date of any Non-Extending Lender or (b) if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after Usage would exceed $20,000,000 or the Total Utilization of Commitments would exceed the least of (x) $125,000,000, (y) the Borrowing Base and (z) the aggregate amount of the Commitments, as such Termination Date. Within the limits referred to above, the Borrower may Commitments shall have been reduced from time to time request pursuant to subsection 2.4B(ii). The Company shall, if such Letter of Credit is issued, be an account party in respect of such Letter of Credit. The issuance of any Letter of Credit shall require the satisfaction of each condition set forth in Section 3. All Letters of Credit shall be in U.S. dollars and payable at sight. Immediately upon the issuance of each Letter of Credit, each Lender with a Commitment shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Bank a participation in such Letter of Credit and any drawing thereunder in an amount equal to such Lender's Pro Rata Share of the maximum amount which is or at any time may become available to be drawn thereunder. If an Event of Default has occurred and is continuing, the Company shall deposit funds in a segregated account with the Issuing Bank to secure payment to the beneficiaries thereof of the maximum amount available to be drawn (after giving effect to all contingencies under such Letters of Credit including, without limitation, contingencies that increase the amount available to be drawn under certain terms and conditions, without regard to whether such conditions have in fact been satisfied) under any outstanding undrawn Letters of Credit, if any, and any funds so deposited shall be (i) paid to such beneficiaries thereof if the conditions to such drawings are satisfied or (ii) if such Event of Default is cured, returned to the Company or (iii) upon expiry of one or more such Letters of Credit, to the extent drawings have not been made thereunder, applied to the Obligations then due and payable and, if all such Obligations have been satisfied, returned to the Company. Each payment or deposit of funds required by this paragraph shall (without duplication) be treated for all purposes of this Agreement as a drawing duly honored by the Issuing Bank under the related Letter of Credit, unless and until paid or returned as provided in the next preceding sentence; provided, that in the event that the Lenders make the deposit required by this paragraph pursuant to Section 2.01(d).2.9D, the Issuing Bank shall return to such

Letters of Credit. (ia) Each Issuing Bank agrees, on Subject to the terms and conditions hereinafter set forth, in reliance upon the agreements hereof and of the Revolving Credit Lenders set forth in LOC Documents, if any, and any other terms and conditions which the Bank may reasonably require that are consistent with the terms of this Agreement, to during the term of this Agreement, Bank shall issue letters standby Letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency Credit for the account of the either Borrower and its specified Subsidiaries from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect upon request of any Letters of Credit to be denominated such Borrower in a Committed Currency by reference form acceptable to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) Bank; provided, however, that (i) for the aggregate amount of all Letters of Credit issued by each Issuing Bank (including the drawn but unreimbursed amounts of Letters of Credit) shall not to exceed at any time the lesser of exceed Three Million Dollars (x$3,000,000), (iii) the Letter all Letters of Credit Facility at such time shall be denominated in United States Dollars and (yiv) such Issuing Bank’s Letter Letters of Credit Commitment at such time shall be issued for any lawful corporate purposes and (ii) for each such Letter shall be issued as standby letters of Credit not to exceed an amount equal to credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed by the Unused Revolving Credit Commitments of the Lenders at such time; provided that Bank, no Letter of Credit may expire after shall have an original expiry date more than twelve (12) months from the Termination Date date of any Non-Extending Lender ifissuance; provided, after giving effect however, so long as no Default or Event of Default has occurred and is continuing and subject to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred other terms and conditions to above, the Borrower may from time to time request the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension. In the event that the expiry date of any Letter of Credit is later than the Termination Date, then not less than ninety (90) days prior to the Termination Date the applicable Borrower shall deliver to Bank good funds equal to 100% of the Bank’s maximum liability under such Letter of Credit, to be held as cash collateral for such Borrower’s reimbursement obligations thereto. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall, as of the date of this Section 2.01(d)Agreement, be deemed to have been issued as Letters of Credit hereunder under Facility [___] hereunder and subject to and governed by the terms of this Agreement.

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

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

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

Letters of Credit. (i) Each Section 3.01 Trade Letters of Credit; Cash Collateral for Letters of Credit Expiring After Termination Date. Letter of Credit Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Agreement, to issue trade letters of credit payable at sight with a maturity date of up to one hundred eighty (each, a “180) days from the date of issuance (such Letters of Credit issued by Letter of Credit Issuing Bank after the Effective Date, and all the Existing Letters of Credit are collectively referred to herein as the "Trade Letters of Credit”") denominated in Dollars or any Committed Currency for the account of the Borrower and its specified Subsidiaries from time to time on any Business Day a Letter of Credit Account Party, during the period from the Effective Date until 30 to five (5) Banking Days prior to the Revolving Credit Termination Date; provided that, at no time will the outstanding Trade Letter of Credit Obligations exceed the lesser of (a) Eighty Five Million Dollars ($85,000,000) less all Letter of Credit Obligations (other than Trade Letter of Credit Obligations), or (b) the Revolving Credit Commitment less outstanding Revolving Credit Loans and Letter of Credit Obligations (other than Trade Letter of Credit Obligations) or (c) the Net Borrowing Base less outstanding Revolving Credit Loans and Letter of Credit Obligations (other than Trade Letter of Credit Obligations) (the "Trade Letter of Credit Commitment"); provided further that, Letter of Credit Issuing Bank will not be required to issue a Trade Letter of Credit with a maturity (expiration) date of more than 90 days before after the Revolving Credit Termination Date in an aggregate Available Amount and, with respect to all Letters of Credit with a maturity (based in expiration) date after the Revolving Credit Termination Date, all of such outstanding Trade Letters of Credit Obligations and/or Standby Letters of Credit Obligations, as of five (5) Banking Days prior to the Revolving Credit Termination Date, shall be secured by Cash Collateral at one hundred and five (105%) percent of the face amount thereof. Title documents shall be consigned to Agent at Agent's request; provided that with respect to any Existing Letters of any Credit for delivery of goods from outside of the United States into the United States, within five (5) Banking Days of the Effective Date, at Agent's request Borrower shall apply for amendments to such Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for provide that all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Lenders at such time; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect title documents related to such issuance, the aggregate Revolving Credit Commitments of the Revolving Credit Lenders (including any replacement Revolving Credit Lenders) for the period following such Termination Date would goods shall be less than the Available Amount of the Letters of Credit expiring after such Termination Date. Within the limits referred consigned to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.01(d)Agent.