Common use of Letter of Credit Sub-Facility Clause in Contracts

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, that the conditions set forth in Section 6 have not been satisfied or waived.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each the Issuer of such fees as the Borrower and such the Issuer shall have agreed in writing, each the Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, Agent and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6 6, as applicable have not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and hereof, as a sub-facility under the payment by Revolving Loan, the Borrower to each Issuer of such fees as Administrative Agent, upon the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement application of the other Lenders set forth in Section 2.9Company, to will issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “"Sub-Facility Letters of Credit”") during in an aggregate stated value at any one time outstanding of not more than $2,050,000.00 (the Commitment Period for "Sub-Facility"); provided, however, that all Sub-Facility Letters of Credit issued under this Subsection (b) shall expire not later than March 31, 2002; and provided further, however, that nothing set forth in this Subsection (b) shall permit or be construed to permit at any time the account outstanding principal balance of the Borrower; provided that immediately after Revolving Loan, inclusive of the issuance of each Letter of Credit (i) the Letter of Credit Exposure undrawn stated amounts of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby outstanding Sub-Facility Letters of Credit, to exceed $13,000,000.00. For purposes of determining the earlier to occur remaining availability under the Revolving Loan, each issuance of one year from a Sub-Facility Letter of Credit by the Administrative Agent shall constitute an advance under the Revolving Loan in the stated amount of the Sub-Facility Letter of Credit as of the date of issuance. Each issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No a Sub-Facility Letter of Credit by the Administrative Agent shall be issued if deemed evidenced by the Administrative Agent, or any Lender by notice Revolving Note. The Company agrees to pay to the Administrative Agent, and for the proposed Issuer shall have determinedratable benefit of the Banks, no later than 3:00 P.M. one Domestic Business Day prior in consideration of the issuance of each Sub-Facility Letter of Credit a per annum fee calculated in accordance with the pricing grid set forth in Section 2.15 of this Agreement equal to the requested percentage represented by the applicable Sub-Facility L/C Fee times the undrawn stated amount of such Sub-Facility Letter of Credit, such fee to be due and payable annually in advance commencing on the date of issuance of such Sub-Facility Letter of Credit. The Company further agrees to pay quarterly in arrears, on the last Business Day of each quarter, to the Administrative Agent, for the Administrative Agent's own account, a fronting fee ("Fronting Fee") at a rate equal to 0.125% per annum on the average daily undrawn stated amount of each outstanding Sub-Facility Letter of Credit. Immediately upon the payment by the Administrative Agent of any sum drawn by the beneficiary of an outstanding Sub-Facility Letter of Credit, that the conditions set forth amount of such payment shall be automatically transferred to the Administrative Agent as a cash advance under the Revolving Loan, thereby converting such amount from an advance by the Administrative Agent under the Sub-Facility to a cash advance by the Banks (subject to each Bank's Commitment Percentage) under the Revolving Loan. Immediately upon the payment by the Administrative Agent of any sum drawn by the beneficiary of an outstanding Sub-Facility Letter of Credit, the amount of such payment shall bear interest from the date such advance is made until paid in full as provided in Section 6 have not been satisfied or waived2.1 of this Agreement.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate its Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, Revolving Commitments and (iii) the Letter of each Lender’s Revolving Credit Exposure of such Issuer shall would not exceed such Lender’s Commitment. Notwithstanding the Letter foregoing, the letters of Credit Commitment credit identified on Schedule 2.09 (the “Existing Letters of such Issuer, and (ivCredit”) shall be deemed to be “Letters of Credit” issued on the Commercial Letter Effective Date for all purposes of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerLoan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 1:00 P.M. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied satisfied. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or waivedbusiness of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any OFAC Sanctions or (ii) in any manner that would result in a violation of any OFAC Sanctions by any party to this Agreement.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “"Standby Letters of Credit”") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's")and issued by the Issuing Bank for the account of Parent or Physics described on Schedule 2.7 hereto, the "Letters of Credit") denominated in Dollars during the Parent Commitment Period for the account of the Borrower; Parent, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure of all Lenders shall (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, (iihave or may be satisfied) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall would not exceed the Letter of Credit Commitment of such IssuerAmount, and (ivii) the Commercial Letter of Aggregate Parent Credit Exposure of such Issuer shall would not exceed the Commercial Letter of Credit Aggregate Parent Commitment of such IssuerAmount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Commitment Termination Date and, in the case Parent Maturity Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Parent Maturity Date) or 5 (ii) sixty days prior to before the Commitment Termination Parent Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section Sections 5 or 6 have has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (provided, however that any commercial letter of credit issued hereunder shall provide for payment in cash only and not pursuant to time drafts) (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the Borrower; Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit CommitmentCommitment Amount, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Standby Letter of Credit Exposure of such Issuer shall all Lenders (whether or not the conditions for drawing under any Standby Letter of Credit have or may be satisfied) would not exceed the Standby Letter of Credit Commitment of such IssuerAmount, and (iv) the Commercial Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit, and (v) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the L/C Obligations of an Issuing Bank exceed 34% of the aggregate L/C Obligations hereunder. No Issuing Bank shall be obligated to Issue any Letter of Credit Exposure of at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuer shall not exceed the Commercial Letter of Credit Commitment of Issuing Bank’s risk with respect to such Issuer. Each defaulting Lender’s participation in such Letter of Credit shall have an expiration date which been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be not later thanunder any obligation to Issue any Letter of Credit if (i) any order, in the case judgment or decree of standby Letters any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the earlier force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to occur such Letter of one year from Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters such requested Letter of Credit, issue Letters of Credit in the earlier to occur of 180 days from requested currency, (iii) except as otherwise agreed by the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Administrative Agent and such Issuing Bank, such Letter of Credit shall is to be issued if the Administrative Agentdenominated in a currency other than Dollars or an Alternative Currency, or (iv) the Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have received written notice from any Credit Party that the conditions set forth in Section 6 with respect thereto have not been satisfied satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or waivedlast extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each the Issuer of such fees as the Borrower and such the Issuer shall have agreed in writing, each the Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, Agent and the proposed Issuer shall have determined, no later CVS Health Corporation 2015 Credit Agreement than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Section 6 have not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an CHAR1\1889946v5 expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, that the conditions set forth in Section 6 have not been satisfied or waived.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate its Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, Revolving Commitments and (iii) the Letter of each Lender’s Revolving Credit Exposure of such Issuer shall would not exceed such Lender’s Commitment. Notwithstanding the Letter foregoing, the letters of Credit Commitment credit identified on Schedule 2.09 (the “Existing Letters of such Issuer, and (ivCredit”) shall be deemed to be “Letters of Credit” issued on the Commercial Letter Effective Date for all purposes of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerLoan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied satisfied. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or waivedbusiness of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any OFAC Sanctions or (ii) in any manner that would result in a violation of any OFAC Sanctions by any party to this Agreement.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (provided, however that any commercial letter of credit issued hereunder shall provide for 37 payment in cash only and not pursuant to time drafts) (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the Borrower; Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit CommitmentCommitment Amount, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Standby Letter of Credit Exposure of such Issuer shall all Lenders (whether or not the conditions for drawing under any Standby Letter of Credit have or may be satisfied) would not exceed the Standby Letter of Credit Commitment Amount, (iv) the Aggregate Credit Exposure denominated in Alternative Currencies would not exceed the Alternative Currency Sublimit, and (v) except to the extent otherwise agreed by an Issuing Bank in its sole discretion and solely as to itself, at no time shall the aggregate Letters of Credit issued by an Issuing Bank exceed 20% of the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Amount. No Issuing Bank shall be obligated to Issue any Letter of Credit Exposure of at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuer shall not exceed the Commercial Letter of Credit Commitment of Issuing Bank’s risk with respect to such Issuer. Each defaulting Lender’s participation in such Letter of Credit shall have an expiration date which been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be not later thanunder any obligation to Issue any Letter of Credit if (i) any order, in the case judgment or decree of standby Letters any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the earlier force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to occur such Letter of one year from Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters such requested Letter of Credit, issue Letters of Credit in the earlier to occur of 180 days from requested currency, (iii) except as otherwise agreed by the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Administrative Agent and such Issuing Bank, such Letter of Credit shall is to be issued if the Administrative Agentdenominated in a currency other than Dollars or an Alternative Currency, or (iv) the Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall Issue any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have received written notice from any Credit Party that the conditions set forth in Section 6 with respect thereto have not been satisfied satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or waivedlast extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agreesIssuing Bank, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, may agree, but shall have no obligation, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate its Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, Revolving Commitments and (iii) the Letter of each Lender’s Revolving Credit Exposure of such Issuer shall would not exceed such Xxxxxx’s Commitment. Notwithstanding the Letter foregoing, the letters of Credit Commitment credit identified on Schedule 2.09 (the “Existing Letters of such Issuer, and (ivCredit”) shall be deemed to be “Letters of Credit” issued on the Commercial Letter Effective Date for all purposes of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerLoan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof 45 contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied satisfied. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or waiveddecree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law applicable to the Issuing Bank shall prohibit, or require that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that the Issuing Bank in good xxxxx xxxxx material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) agreesIssuing Bank shall, in reliance on the agreement of the other A or B (as applicable) Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each a the “Letter Standby Letters of Credit” and”) or commercial (trade) letters of credit (the “Trade Letters of Credit”, collectivelyand together with the Standby Letters of Credit, the “Letters of Credit”, each, individually, a “Letter of Credit”) denominated in Dollars during the Revolving Credit Commitment Period for the account of the Borrower and for the benefit of, in the case of Letters of Credit issued under the Letter of Credit A Commitment, the Borrower; , any of its Subsidiaries or any Parent, and , in the case of Letters of Credit issued under the Letter of Credit B Commitment, the Borrower or any of its Subsidiaries, provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit A or B (as applicable) Exposure of all A or B (as applicable) Lenders shall not exceed the Aggregate Letter of Revolving Credit CommitmentA or B (as applicable) Commitment Amount, (ii) in the case of Letters of Credit issued under the Letter of Credit A Commitment, the Letter of Credit A Exposure of all A Lenders attributable to all Letters of Credit issued for the benefit of any Parent (each, a “Parent Letter of Credit”) shall not exceed $20,000,000, and (iii) the Aggregate A or B (as applicable) Credit Exposure shall not exceed the Aggregate Revolving Credit A or B (as applicable) Commitment Amount, (iii) and provided further that with respect to the issuance of any Parent Letter of Credit Exposure Credit, the Borrower would be permitted to make a demand loan to a Parent pursuant to the terms of Section 8.6(ii) in an amount equal to the face amount of such Issuer shall not exceed the Parent Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerCredit. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 thereof, and (ii) fifteen days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, Agent or any Lender A or B (as applicable) Lender, by notice to the Administrative Agent, applicable Issuing Bank and the proposed Issuer shall have determined, Borrower no later than 3:00 P.M. one Domestic Business Day prior to the requested date of Borrowing Date with respect to the issuance of such Letter of Credit, shall have determined that the conditions set forth in Section 6 have not been satisfied or waivedand such conditions remain unsatisfied as of the requested time of the issuance of Letter of Credit.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial letters of credit (the “Trade Letters of Credit”), denominated in Dollars or in Alternative Currencies for the account of the Borrower; Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit CommitmentCommitment Amount, (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, and (iii) the Letter of Aggregate Credit Exposure of such Issuer shall denominated in Alternative Currencies would not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerAlternative Currency Sublimit. Each Letter of Credit shall have an expiration date which shall be not later than, in than the case earlier of standby Letters (i) twelve months after the date of Issuance thereof (provided that any Letter of Credit may provide for the automatic extension thereof pursuant to Section 2.10(j) hereof) or (ii) (A) with respect to each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters each Trade Letter of Credit, the earlier thirtieth day before the Revolving Credit Maturity Date; provided that no Letter of Credit may expire after the existing Revolving Credit Maturity Date of any Lender who did not agree to occur extend the same in accordance with Section 2.14 if, after giving effect to such Issuance, the aggregate Commitments of 180 days from the date Lenders (including any replacement Lenders) who have agreed to extend the Revolving Credit Maturity Date would be less than the Letter of issuance thereof or 5 days prior to the Commitment Termination Credit Exposure expiring after such existing Revolving Credit Maturity Date. No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be issued under any obligation to Issue any Letter of Credit if the Administrative Agent(i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any Lender law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; (ii) such Issuing Bank does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested currency, (iii) except as otherwise agreed by notice to the Administrative AgentAgent and such Issuing Bank, and such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency, or (iv) the proposed Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall have determined, Issue any Letter of Credit if (i) no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have received written notice from any Credit Party that the conditions set forth in Section 6 with respect thereto have not been satisfied satisfied, (ii) subject to Section 2.10(j), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (or waivedlast extension), unless the Required Lenders have approved such expiry date, or (iii) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, that the conditions set forth in Section 6 have not been satisfied or waived.. CVS Health Corporation 2018 Five Year Credit Agreement

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “"Standby Letters of Credit”") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's")and issued by the Issuing Bank for the account of Parent or Physics described on Schedule 2.7 hereto, the "Letters of Credit") denominated in Dollars during the Parent Commitment Period for the account of the Borrower; Parent, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure of all Lenders shall (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, (iihave or may be satisfied) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall would not exceed the Letter of Credit Commitment of such IssuerAmount, and (ivii) the Commercial Letter of Aggregate Parent Credit Exposure of such Issuer shall would not exceed the Commercial Letter lesser of Credit the Borrowing Base (as reflected in an Updated Borrowing Base Certificate) and the Aggregate Parent Commitment of such IssuerAmount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Commitment Termination Date and, in the case Parent Maturity Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Parent Maturity Date) or 5 (ii) sixty days prior to before the Commitment Termination Parent Maturity Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section Sections 5 or 6 have has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerRevolving Commitment. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to Within the terms and conditions hereof and limitations of the payment by Revolving Credit Facility herein set forth, the Borrower may from time to each Issuer of such fees as time request that the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to Bank issue irrevocable standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after Borrower and in support of any obligation deemed acceptable by the issuance Bank in its sole discretion (any such letter of each credit so issued, a "Letter of Credit" and collectively the "Letters of Credit"). Notwithstanding the foregoing (i) no Letter of Credit shall be issued by the Bank in a Stated Amount which (ix) when added to the Letters of Credit Outstandings at such time, would exceed $2,000,000.00 or (y) when added to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure of all Lenders shall not Outstandings, at such time, would exceed the Aggregate Maximum Revolving Credit Principal Amount. Each Letter of Credit Commitmentissued in accordance herewith shall have an expiration date occurring no later than 1 year from the date of issuance and in any event no later than (i) 6 months, in the case of commercial letter of credit, or (ii) 1 year, in the Aggregate case of irrevocable automatically renewable letter of credit, after the Revolving Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerExpiration Date. Each Letter of Credit shall have an expiration date which shall be not later than, denominated in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination DateU.S. dollars. No When a Borrower desires that a Letter of Credit be issued for its account, it shall give the Bank at least 3 Business Days' written notice (or such lesser number of days as may be agreed to by the Bank). Each such request shall be issued if accompanied by a completed and executed "Letter of Credit Application/Agreement" (or an amendment to any then effective application) in the Administrative Agent, or any Lender form furnished by notice the Bank to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior Borrower from time to time. The terms of each such application/agreement are incorporated herein to the requested date of extent not consistent herewith. In connection with the issuance of such Letter any Letters of CreditCredit in accordance herewith, the Borrower shall pay all letters of credit fees and other expenses that are customarily charged by the conditions set forth Bank in Section 6 have not been satisfied or waivedconnection therewith.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial Issue letters of credit (each a “New Letter of Credit” and, and collectively, the “New Letters of Credit”) during in the Commitment Period form of standby letters of credit (the “Standby Letters of Credit”) or commercial (trade) letters of credit (the “Trade Letters of Credit”), denominated in Dollars for the account of the Borrower; Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance Issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later thanthan the earlier of (i) twelve months after the date of Issuance thereof (provided that any Letter of Credit may provide for the automatic extension thereof for additional one year periods unless the relevant Issuing Bank shall provide notice to the beneficiary under, and in accordance with the case terms of, such Letter of standby Letters Credit, that it has elected not to allow such automatic extension) or (ii) (A) with respect to each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters each Trade Letter of Credit, the earlier thirtieth day before the Revolving Credit Maturity Date; provided that no Letter of Credit may expire after the existing Revolving Credit Maturity Date of any Lender who did not agree to occur extend the same in accordance with Section 2.14 if, after giving effect to such Issuance, the aggregate Commitments of 180 days from the date Lenders (including any replacement Lenders) who have agreed to extend the Revolving Credit Maturity Date would be less than the Letter of issuance thereof or 5 days prior to the Commitment Termination Credit Exposure expiring after such existing Revolving Credit Maturity Date. No Issuing Bank shall be obligated to Issue any Letter of Credit at a time when any Lender is a Defaulting Lender unless arrangements to eliminate such Issuing Bank’s risk with respect to such defaulting Lender’s participation in such Letter of Credit shall have been made for the benefit of such Issuing Bank and such arrangements are satisfactory to such Issuing Bank. No Issuing Bank shall be issued under any obligation to Issue any Letter of Credit if the Administrative Agent(i) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit, or any Lender by notice law applicable to such Issuing Bank or any request or directive (whether or not having the Administrative Agentforce of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good xxxxx xxxxx material to it; or (ii) the proposed Issuer Issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally. No Issuing Bank shall have determinedIssue any Letter of Credit if, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance Issuance of such Letter of Credit, such Issuing Bank shall have received written notice from any Credit Party that the conditions set forth in Section 6 with respect thereto have not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (iiithe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Letter Effective Date for all purposes of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerLoan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to and (ii) five Business Days before the Commitment Termination Date andreferred to in clause (a) of the definition thereof, in provided that any Letter of Credit with a twelve-month tenor may provide for the case of commercial Letters of Credit, the earlier to occur of 180 days from periodic and/or successive renewals or extensions thereof for additional twelve-month periods not expiring after the date of issuance thereof or 5 days prior referred to the Commitment Termination Datein clause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 1:00 P.M. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.8, to issue standby or commercial letters of credit (each a “Letter the "Standby Letters of Credit” ") or commercial (trade) letters of credit (the "Trade Letters of Credit" and, together with the Standby Letters of Credit, and the letters of credit currently outstanding (the "Existing L/C's") and issued by the Issuing Bank for the account of the Borrowers described on Schedule 2.7 hereto, collectively, the “"Letters of Credit”") denominated in Dollars during the Revolving Loan Commitment Period for the account of the Borrower; Borrowers, provided that that, immediately after the issuance of each Letter of Credit Credit, (i) the Letter of Credit Exposure Outstandings of all Lenders shall (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, (iihave or may be satisfied) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall would not exceed the Letter of Credit Commitment of such IssuerAmount, and (ivii) the Commercial Letter of Credit Exposure of such Issuer shall would not exceed the Commercial Letter lesser of Credit the Borrowing Base (as reflected in an Updated Borrowing Base Certificate) and the Revolving Loan Commitment of such IssuerAmount. Each Standby Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) 365 days after the date of issuance thereof or 5 (ii) sixty days prior to before the Revolving Loan Commitment Termination Date and, in the case Date. Each Trade Letter of commercial Letters of Credit, Credit shall have an expiration date which shall be not later than the earlier to occur of (i) 180 days from after the date of issuance thereof (although any such Letter of Credit shall be renewable for an additional 365 day period but in no event later than the Revolving Loan Commitment Termination Date) or 5 (ii) sixty days prior to before the Revolving Loan Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section Sections 5 or 6 have has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerRevolving Commitment. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to Within the terms and conditions hereof and limitations of the payment by Revolving Credit Facility herein set forth, the Borrower may from time to each Issuer of such fees as time request that the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to Bank issue irrevocable standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after Borrower and in support of any obligation deemed acceptable by the issuance Bank in its sole discretion (any such letter of each credit so issued, a "Letter of Credit" and collectively the "Letters of Credit"). Notwithstanding the foregoing (i) no Letter of Credit shall be issued by the Bank in a Stated Amount which (ix) when added to the Letters of Credit Outstandings at such time, would exceed $2,000,000.00 or (y) when added to the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the Letter of Credit Exposure of all Lenders shall not Outstandings, at such time, would exceed the Aggregate Maximum Revolving Credit Principal Amount. Each Letter of Credit Commitmentissued in accordance herewith shall have an expiration date occurring no later than 1 year from the date of issuance and in any event no later than (i) 6 months, in the case of commercial letter of credit, or (ii) 1 year, in the Aggregate case of irrevocable automatically renewable letter of credit, after the Revolving Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerExpiration Date. Each Letter of Credit shall have an expiration date which shall be not later than, denominated in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination DateU.S. dollars. No When a Borrower desires that a Letter of Credit be issued for its account, it shall give the Bank at least 3 Business Days' written notice (or such lesser number of days as may be agreed to by the Bank). Each such request shall be issued if accompanied by a completed and executed "Letter of Credit Application/ Agreement" (or an amendment to any then effective application) in the Administrative Agent, or any Lender form furnished by notice the Bank to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior Borrower from time to time. The terms of each such application/agreement are incorporated herein to the requested date of extent not consistent herewith. In connection with the issuance of such Letter any Letters of CreditCredit in accordance herewith, the Borrower shall pay all letters of credit fees and other expenses that are customarily charged by the conditions set forth Bank in Section 6 have not been satisfied or waivedconnection therewith.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, Agent and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Section 6 have not been satisfied or waived.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writingthis Agreement, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.11, to issue standby or commercial letters of credit (each the "Standby Letters of Credit") or commercial (trade) letters of credit (the "Trade Letters of Credit", and together with the Standby Letters of Credit, the "Letters of Credit"; each, individually, a “"Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period denominated in Dollars for the account of the Borrower; Borrower from time to time on any Business Day during the Revolving Credit Commitment Period (but excluding the ten consecutive Business Days immediately preceding the Revolving Credit Maturity Date), provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the conditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit Commitment, Commitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Revolving Credit Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior (ii) (A) with respect to the Commitment Termination Date and, in the case of commercial Letters each Standby Letter of Credit, the earlier fifth Business Day before the Revolving Credit Maturity Date, and (B) with respect to occur each Trade Letter of 180 days from Credit, the date of issuance thereof or 5 days prior to thirtieth day before the Commitment Termination Revolving Credit Maturity Date. No Issuing Bank shall issue any Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determinedif, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, such Issuing Bank shall have received written notice from any Credit Party that the conditions set forth in Section 6 with respect thereto have not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each the Issuer of such fees as the Borrower and such the Issuer shall have agreed in writing, each the Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) during the Commitment Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, and (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, Agent and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions set forth in Sections 5 and/or Section 6 6, as applicable have not been satisfied or waived.satisfied. CVS Caremark 2013 Amended and Restated Credit Agreement

Letter of Credit Sub-Facility. (a) Xxxxx Fargo issued the Existing Letters of Credit under the Existing Xxxxx Fargo Loan Documents. As of the Effective Date, each Lender (other than Xxxxx Fargo) severally assumes a portion of the risk associated with the Existing Letters of Credit in accordance with its Commitment Percentage. Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.9, to issue standby or commercial letters Documentary Letters of credit Credit and Standby Let ters of Credit (each a “collectively, the "Additional Letters of Credit"; each, individually, an "Additional Letter of Credit” and, collectively, the “Letters of Credit”") during the Commitment Period for the account of the Borrower; , provided that immediately after the issuance of each Additional Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall (whether or not the con ditions for drawing under any Letter of Credit have or may be satisfied) would not exceed the Aggregate Letter of Credit Commitment, Com mitment Amount and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment Amount, (iii) the . Each Additional Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, than the earlier to occur of one year from (i) twelve months after the date of issuance thereof or 5 days prior to (ii) ten Business Days before the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Maturity Date. No Additional Letter of Credit shall be issued if the Administrative Agent, the Issuing Bank or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condi tion set forth in Section 5 or 6 have has not been satisfied satisfied. Xxxxx Fargo agrees that it will not agree to or waivedotherwise permit any amendment or other modification to, waiver under, or extension of, any Existing Letter of Credit, it being the intention of the parties that each Existing Letter of Credit which would otherwise be extended on its stated expiration date shall be replaced, subject to the terms and conditions of this Agreement, on such stated expiration date by an Additional Letter of Credit.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and of this Agreement, the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) Issuing Bank agrees, in reliance on the agreement of the other Lenders set forth in Section 2.92.10, to issue standby or commercial documentary letters of credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”; each, individually, a “Letter of Credit”) during the Commitment Availability Period for the account of the Borrower; , provided that immediately after the issuance of each Letter of Credit (i) the Letter of Credit Exposure of all Lenders shall each Lender (whether or not exceed the Aggregate conditions for drawing under any Letter of Credit Commitment, have or may be satisfied) would not exceed its Letter of Credit Commitment and (ii) the Aggregate Credit Exposure shall would not exceed the Aggregate Commitment AmountRevolving Commitments. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.09 (iiithe “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Letter Effective Date for all purposes of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such IssuerLoan Documents. Each Letter of Credit issued pursuant to this Section shall have an expiration date which shall be not later thanthan the earlier of (i) three hundred sixty-four days after the date of issuance thereof and (ii) five Business Days before the Commitment Termination Date referred to in clause (a) of the definition thereof, in including any extension thereof contemplated by Section 2.05(a), provided that any Letter of Credit with a three hundred sixty-four day tenor may provide for the case of standby Letters of Credit, periodic and/or successive renewals or extensions thereof for additional periods expiring prior to the earlier to occur of one year from (x) three hundred sixty-four days after the date of issuance thereof such renewal or 5 days prior extension and (y) date referred to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Dateclause (ii) above. No Letter of Credit shall be issued if the Administrative Agent, or any Lender the Required Lenders by notice to the Administrative Agent, and the proposed Issuer shall have determined, Agent no later than 3:00 P.M. 1:00 p.m. New York City time one Domestic Business Day prior to the requested date of issuance of such Letter of Credit, shall have determined that the conditions any condition set forth in Section 6 have 5.01 or 5.02 has not been satisfied or waivedsatisfied.

Letter of Credit Sub-Facility. (a) Subject to the terms and conditions hereof and the payment by the Borrower to each Issuer of such fees as the Borrower and such Issuer shall have agreed in writing, each Issuer severally (and not jointly) agrees, in reliance on the agreement of the other Lenders set forth herein, and in Section 2.9any application for a letter of credit (the “LC Application”), Lender agrees to issue standby make available to Borrower under the Borrowing Base Facility a sub-facility (the “Letter of Credit Facility”) for the issuance of one or commercial more letters of credit (each a such letter of credit and any renewals, extensions and modifications thereof are collectively referred to as the “Letter of Credit” and, collectively, ”). The total aggregate face amount the “Letters Letter of Credit”Credit Facility shall not exceed at any one time the lesser of (i) during the Commitment Period for the account of $1,000,000 and (ii) the Borrower; ’s Loan Limit. Repayment of drafts against a Letter of Credit shall be governed by this Agreement and an LC Application and shall be and is secured by the Collateral and guaranties provided that immediately after the issuance herein. Borrower shall pay a letter of credit commission to Lender in respect of each Letter of Credit issued by Lender equal to the greater of $500 and an amount determined by multiplying (i) one percent (1%) of the Letter of Credit Exposure of all Lenders shall not exceed the Aggregate Letter of Credit Commitment, (ii) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, (iii) the Letter of Credit Exposure of such Issuer shall not exceed the Letter of Credit Commitment of such Issuer, and (iv) the Commercial Letter of Credit Exposure of such Issuer shall not exceed the Commercial Letter of Credit Commitment of such Issuer. Each Letter of Credit shall have an expiration date which shall be not later than, in the case of standby Letters of Credit, the earlier to occur of one year from the date of issuance thereof or 5 days prior to the Commitment Termination Date and, in the case of commercial Letters of Credit, the earlier to occur of 180 days from the date of issuance thereof or 5 days prior to the Commitment Termination Date. No Letter of Credit shall be issued if the Administrative Agent, or any Lender by notice to the Administrative Agent, and the proposed Issuer shall have determined, no later than 3:00 P.M. one Domestic Business Day prior to the requested date of issuance face amount of such Letter of Credit by (ii) a fraction, the numerator of which shall be the number of days between the date of such Letter of Credit and the stated expiration date thereof and the denominator of which shall be 360; such commission shall be payable at the time a Letter of Credit is issued and upon any renewal or extension thereof; additionally, Borrower agrees to reimburse Lender for all actual out-of-pocket expenses incurred by Lender, such as advising or confirming bank fees, telex charges and the like and to pay those fees customarily charged by Lender for any amendments to a Letter of Credit, that . Lender reserves the conditions set forth in Section 6 have right to require Borrower to give Lender not been satisfied or waivedless than three (3) clays prior notice of each requested issuance of a Letter of Credit.