Common use of Form of Clause in Contracts

Form of. A-1 Tranche 1 Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. Swing Line Loan Notice C-1 Tranche 1 Note C-2 Canadian Prime Rate Note D Compliance Certificate E Assignment and Assumption F Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty H Designated Borrower Request and Assumption Agreement I Designated Borrower Notice J Opinion Matters This CREDIT AGREEMENT (“Agreement”) is entered into as of August 22, 2003, among ▇▇▇▇▇▇ Engineering Group Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent and U.S. Swing Line Lender. The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacility, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 Tranche 1 A Revolving Loan Notice A-2 Canadian Prime Rate A-1 Revolving Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. for Alternative Daily Rate and Alternative Term Rate Loans B-1 Bid Request B-2 Competitive Bid C-1 [Intentionally Omitted] C-2 [Intentionally Omitted] C-3 Canadian Dollar Swing Line Loan Notice C-1 Tranche 1 C-4 Euro/Sterling Swing Line Loan Notice ▇-▇ ▇▇▇▇ ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇-▇ ▇▇▇▇ ▇-▇ Loan Notice D Note C-2 Canadian Prime Rate Note D E Compliance Certificate E F-1 Assignment and Assumption F F-2 Administrative Questionnaire G-1 Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Subsidiaries Guaranty H [Intentionally Omitted] I-1 Governing Senior Note Indenture I-2 Governing Senior Note Indenture Payoff Notice J Corporate Forecast K Solvency Certificate L Designated Borrower Request and Assumption Agreement I M Designated Borrower Notice J Opinion Matters N Supplemental Addendum O Joinder Agreement P Sustainability Pricing Certificate This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of August 22January 4, 20032023, among ▇▇▇▇▇▇ Engineering Group Inc.Host Hotels & Resorts, L.P., a Delaware corporation limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 2.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” andand each, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent and U.S. Agent, Swing Line Lender. The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility Lender and swing line subfacilityan L/C Issuer, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacilityCREDIT AGRICOLE CORPORATE INVESTMENT BANK, and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Sustainability Structuring Agent.

Form of. A-1 Tranche 1 Committed Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. US Swing Line Loan Notice C-1 Tranche 1 A-3 UK Swing Line Loan Notice B Note C-2 Canadian Prime Rate Note D C Compliance Certificate E D Assignment and Assumption F E Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 F Subsidiary Guaranty H G Designated Borrower Request and Assumption Agreement I H Designated Borrower Notice J Opinion Matters This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 2231, 20032006, among ▇▇▇▇▇▇ Engineering Group Inc.GRANT PRIDECO, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, including each Designated UK Borrower (as hereinafter defined), a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Syndication Agent, W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and U.S. Agent, US Swing Line LenderLender and an L/C Issuer, HSBC BANK PLC, as UK Swing Line Lender and an L/C Issuer, and JPMORGAN CHASE BANK, N.A., as Documentation Agent. The Company and the Designated Borrowers have entered into the Credit Agreement dated as of May 12, 2005 (as the same has been modified, the “Existing Credit Agreement”), with Bank of America, N.A., as syndication agent, W▇▇▇▇ Fargo Bank, National Association, as administrative agent, US swing line lender and an L/C issuer, HSBC Bank plc, as UK swing line lender and an L/C issuer, Deutsche Bank Securities Inc., as documentation agent, and the other lenders party thereto. The Borrowers have requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter amend and restate the terms of credit subfacility and swing line subfacilitythe Existing Credit Agreement, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 Tranche 1 A Revolving Loan Notice A-2 Canadian Prime Rate B A-1 Revolving Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. for Alternative Daily Rate and Alternative Term Rate Loans B-1 Bid Request B-2 Competitive Bid C-1 [Intentionally Omitted] C-2 [Intentionally Omitted] C-3 Canadian Dollar Swing Line Loan Notice C-1 Tranche 1 Note C-2 Canadian Prime Rate C-4 Euro/Sterling Swing Line Loan Notice C-5 Term A-1 Loan Notice C-6 Term A-2 Loan Notice C D Note D E Compliance Certificate E F-1 Assignment and Assumption F F-2 Administrative Questionnaire G-1 Company Guaranty G-1 Foreign Designated Borrower G-2 Subsidiaries Guaranty G-2 Subsidiary Guaranty E H [Intentionally Omitted] F I-1 Governing Senior Note Indenture G I-2 Governing Senior Note Indenture Payoff Notice H J Corporate Forecast I K Solvency Certificate ▇ ▇ Designated Borrower Request and Assumption Agreement I K M Designated Borrower Notice J Opinion Matters L N Supplemental Addendum M O Joinder Agreement N P Sustainability Pricing Certificate O This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of August 22January 4, 20032023, among ▇▇▇▇▇▇ Engineering Group Inc.Host Hotels & Resorts, L.P., a Delaware corporation limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 2.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” andand each, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent and U.S. Agent, Swing Line Lender. The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility Lender and swing line subfacilityan L/C Issuer, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacilityCREDIT AGRICOLE CORPORATE INVESTMENT BANK, and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Sustainability Structuring Agent.

Form of. Exhibit A-1 Tranche 1 New Vehicle Floorplan Committed Loan Notice Exhibit A-2 Canadian Prime Rate Used Vehicle Floorplan Committed Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. Exhibit B-1(a) New Vehicle Floorplan Swing Line Loan Notice C-1 Tranche 1 (Borrowing) Exhibit B-1(b) New Vehicle Floorplan Swing Line Loan Notice (Conversion) Exhibit B-2 Used Vehicle Floorplan Swing Line Loan Notice Exhibit C Note C-2 Canadian Prime Rate Note Exhibit D Compliance Certificate E Assignment and Assumption F Exhibit E Second Amended and Restated Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Exhibit F Second Amended and Restated Subsidiary Guaranty Exhibit G Compliance Certificate Exhibit H Designated Borrower Request Floorplan Joinder Agreement Exhibit I Used Vehicle Borrowing Base Certificate Exhibit J Third Amended and Assumption Restated Security Agreement I Designated Exhibit K New Vehicle Borrower Notice J Exhibit L Opinion Matters Exhibit M Master Intercreditor Agreement Exhibit Q Forms of U.S. Tax Compliance Certificates Exhibit R Conversion Notice This SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT (“Agreement”) is entered into as of August 22July 23, 20032014, among ▇▇▇▇▇▇ Engineering Group Inc.SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each 2.19(each a “Designated New Vehicle Borrower” and”, and together with the Company, the “Borrowers” and, and each individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIAAMERICA, N.A., as Canadian Facility Agent Administrative Agent, New Vehicle Swing Line Lender and Canadian Used Vehicle Swing Line Lender, and BANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties referenced below). The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the “Existing Lenders”) and U.S. Swing Line Lenderthe Administrative Agent entered into that certain Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 8, 2011, as amended by that certain Amendment No. 1 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of April 19, 2012, that certain Amendment No. 2 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of March 14, 2013, that certain Amendment No. 3 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 31, 2013, and that certain Amendment No. 4 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of February 12, 2014 (and as further amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of the Existing Lenders agreed to make a revolving new vehicle floorplan facility and a revolving used vehicle floorplan facility available to certain of the Borrowers in accordance with the terms thereof. The Company has requested that the Tranche 1 Lenders amend and restate the Existing Credit Agreement in order to continue to provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacility, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, extend the maturity thereof and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 Tranche 1 Committed Loan Notice (Domestic) A-2 Canadian Prime Rate Committed Loan Notice (Canadian) A-3 Drawdown Committed Loan Notice (UK) A-4 Conversion Committed Loan Notice A-5 Rollover Notice (Germany) B U.S. Swing Line Loan Notice C-1 Tranche 1 Revolving Note (Domestic) C-2 Canadian Prime Rate Revolving Note (Canadian) C-3 Revolving Note (UK) C-4 Revolving Note (Germany) C-5 Swing Line Note D Compliance Certificate E Assignment and Assumption F Company Guaranty G-1 F-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty Lender Exemption Certificate F-2 Foreign Lender U.S. Tax Compliance Certificate F-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate F-4 Foreign Partnership U.S. Tax Compliance Certificate G Closing and Solvency Certificate H Designated Borrower Request and Assumption Credit Card Notification I Borrowing Base Certificate J Joinder Agreement I Designated Borrower Notice J Opinion Matters K Closing Checklist This CREDIT AGREEMENT (“Agreement”) is entered into as of August 22April 2, 20032012, among ▇▇▇▇▇▇ Engineering Group Inc.THE YANKEE CANDLE COMPANY, INC., a Delaware Massachusetts corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, or the “Borrowers” and, each a “Domestic Borrower”), each lender from time to time party YANKEE CANDLE CANADA INC., a corporation incorporated under the laws of the Province of Ontario (the “Canadian Borrower”), YANKEE CANDLE COMPANY (EUROPE) LIMITED, a company incorporated in England and Wales with company number 03530345 (the “UK Borrower”), YANKEE CANDLE DEUTSCHLAND GMBH, a limited liability company existing under the laws of Germany (the “German Borrower”), the Persons named on Schedule 1.01 hereto (collectively, the “Lenders” and individually, a “LenderGuarantors”), each issuer of letters of credit Lender from time to time party hereto (collectivelyhereto, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent administrative agent and collateral agent; BARCLAYS BANK PLC, as Syndication Agent; and U.S. Swing Line LenderBANK NATIONAL ASSOCIATION and ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC, as Co-Documentation Agents. The Company has Borrowers have requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacilityfacility, and the Tranche 1 Lenders are willing have indicated their willingness to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, lend and the Tranche 2 Lenders are willing L/C Issuers have indicated their willingness to do so issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A-1 Tranche 1 A Committed Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. Swing Line Loan Notice C-1 Tranche 1 Revolving Note C-2 Canadian Prime Rate Swing Line Note C-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇-▇ ▇▇▇ ▇▇▇▇ Note D Compliance Certificate E Assignment and Assumption F Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty H Designated Borrower Request and Assumption Agreement I Designated Borrower Notice J Opinion Matters Unencumbered Pool Report This REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is entered into as of August 22July 21, 2003, 2014 by and among ▇▇▇▇▇▇ Engineering Group Inc.AGREE LIMITED PARTNERSHIP, a Delaware corporation limited partnership (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectivelyand PNC BANK, the “L/C Issuers” NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIAwith PNC CAPITAL MARKETS LLC and CITIGROUP GLOBAL MARKETS INC., as Canadian Facility Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS LLC and SUNTRUST R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC., as Joint Lead Arrangers and Joint Book Managers for the New Term Loan Facility, PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Book Manager for the Existing Term Loan Facility, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent and Canadian Swing Line Lenderfor the Revolving Credit Facility, SUNTRUST BANK, as Syndication Agent for the New Term Loan Facility, and BANK OF AMERICABMO CAPITAL MARKETS, as Syndication Agent for the Existing Term Loan Facility. Certain of the Lenders and other financial institutions have made available to the Borrower a revolving facility in the amount of $85,000,000 on the terms and conditions contained in that certain Credit Agreement dated as of October 26, 2011 (as amended and in effect immediately prior to the date hereof, the “Existing Revolving Credit Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and Bank of America, N.A., as Administrative Agent and U.S. Swing Line Lender. The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacilityAgent, and the Tranche 1 other parties thereto; Certain of the Lenders are willing and other financial institutions have made available to do so the Borrower a term loan facility in the amount of $35,000,000 on the terms and conditions set forth herein. contained in that certain Term Loan Agreement dated as of September 30, 2013 (as amended and in effect immediately prior to the date hereof, the “Existing Term Loan Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and PNC Bank, National Association, as Administrative Agent, and the other parties thereto; and The Company Borrower has requested that the Tranche 2 Lenders provide amend and restate the Existing Term Loan Agreement (a) to replace the Existing Revolving Credit Agreement and (b) to make available to the Borrower credit facilities in an aggregate initial amount of $250,000,000, which will include the existing $35,000,000 term loan facility, a Canadian Dollar new $65,000,000 7-year term loan facility and a $150,000,000 revolving credit facility and bankers’ acceptance facility with a swing line subfacilityfacility, and the Tranche 2 Lenders are willing to do so all on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant covenant, and agree that the Existing Term Loan Agreement is amended and restated in its entirety, as follows:

Form of. A-1 Tranche 1 Committed Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Conversion/Continuation Notice B U.S. Swing Line Loan Notice C-1 Tranche 1 Committed Loan Note C-2 Canadian Prime Rate Swing Line Note D Compliance Certificate E Assignment and Assumption F Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty Borrowing Base Certificate G [reserved] H Designated Borrower Request and Assumption Junior Subordinated Seller Note I Collateral Access Agreement I Designated Borrower J Joinder Agreement K DDA Notification L Credit Card Notification M Blocked Account Agreement N Senior Subordinated Seller Note O General Notice J Opinion Matters This CREDIT AGREEMENT (“this "Agreement”") is entered into as of August 22September 30, 20032009, among ▇B▇▇▇▇▇ Engineering Group Inc.& NOBLE, INC., a Delaware corporation (the “Company”"Lead Borrower"), certain Subsidiaries of the Company party Persons signatory hereto pursuant to Section 2.14 as borrowers and named on Schedule 1.01 hereto (each a “Designated Borrower” andcollectively, together with the CompanyLead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “"Borrowers” and"), each the Persons signatory hereto as guarantors and named on Schedule 1.02 hereto (collectively, together with such other Persons as may be joined as a “Borrower”guarantor from time to time in accordance herewith, the "Guarantors"), each lender from time to time party hereto (collectively, the “"Lenders” and individually, a “Lender”"), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and U.S. Swing Line Lender, JPMORGAN CHASE BANK, N.A. and W▇▇▇▇ FARGO RETAIL FINANCE, LLC, as Co- Syndication Agents, SUNTRUST BANK and US BANK, NATIONAL ASSOCIATION., as Co- Documentation Agents, and REGIONS BANK and SOVEREIGN BANK, as Co-Senior Managing Agents. The Company has Borrowers have requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacilityfacility, and the Tranche 1 Lenders are willing have indicated their willingness to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, lend and the Tranche 2 Lenders are willing LC Issuers have indicated their willingness to do so issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: