Common use of Letters of Credit Clause in Contracts

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject On the terms and conditions hereinafter set forth, the Agent shall from time to time during the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 period beginning on the Restatement Effective DateDate and ending on the Revolving Maturity Date upon request of Borrowers issue standby and/or commercial Letters of Credit for the account of Borrowers (the "Letters of Credit") in such face amounts as Borrowers may request, each Existing Letter but not to exceed in the aggregate face amount at any time outstanding the sum of Two Million Dollars ($2,000,000.00). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances for Borrowing Base purposes and all payments made by the Agent on such Letters of Credit shall be deemed to be a considered as Advances under the Revolving Notes. Each Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which Borrowers hereunder shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance in favor of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank)beneficiaries as specifically requested by Borrowers, (ii) have an expiration date not exceeding one year from the proposed stated amount Revolving Maturity Date, and (iii) contain such other terms and provisions as may be reasonably required by Bank. Each Bank (other than Agent) agrees that, upon issuance of such any Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credithereunder, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse automatically acquire a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn Agent's liability under such Letter of Credit or Green in an amount equal to such Bank's Revolving Commitment Percentage of such liability, and each Bank (other than Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent to pay and discharge when due, its Revolving Commitment Percentage of Agent's liability under such Letter of Credit. Each The Borrowers hereby unconditionally agree to pay and reimburse the Agent for the amount of each demand for payment under any Letter of Credit or Green that is in substantial compliance with the provisions of any such Letter of Credit at or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt from any beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall utilize promptly notify the Borrowers of the demand and the date upon which such payment is to be made by the Agent to such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrowers shall advise the Agent whether or not they intend to borrow hereunder to finance their obligations to reimburse the Agent, and if so, submit a Notice of Borrowing as provided in Section 2.3 hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, the Agent shall notify each Bank of the demand and the failure of the Borrowers to reimburse the Agent, and each Bank shall reimburse the Agent for its Revolving Commitment Percentage of each Lender such draw paid by the Agent and unreimbursed by the Borrowers. All such amounts paid by Agent and/or reimbursed by the Banks shall be treated as an amount equal to Advance or Advances under the amount of such participationRevolving Commitment, which Advances shall be immediately due and payable and shall bear interest at the Default Rate.

Letters of Credit. a. Subject The Borrower agrees to pay (i) to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Percentage, a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Revolving Credit Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Credit Lender’s Commitment terminates and the date on which such Revolving Credit Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by it in the amount agreed between such Issuing Bank and the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit Credit, and (or the date of effectiveness of iii) to each Issuing Bank, for its own account, such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior Issuing Bank’s standard fees with respect to the then-scheduled Termination Date issuance, amendment, renewal or extension of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such any Letter of Credit or Green Letter processing of Creditdrawings thereunder. Participation fees and fronting fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable in arrears on such last Business Day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (iii) including the name first day but excluding the last day). The amount of participation and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) fronting fees payable hereunder shall be set forth in a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment written invoice or other modification (other than an extension of notice delivered to the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied Borrower by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (whichAgent or, in the case of any Alternative Currency Letter of Creditfronting fees, shall be by the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationapplicable Issuing Bank.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit (the "LETTERS OF CREDIT") for the account of the U.S. Borrower from time to time on any Business Day during the period from the date of the Original Credit Agreement until five Business Days before the Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available LC Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available LC Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or Green the beneficiary to require renewal) later than the earlier of five Business Days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth hereinin Article III, the applicable LC unless such Issuing Bank shall issue has notified the U.S. Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green (but in any event at least 30 Business Days prior to the date of automatic renewal) of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be the Dollar Equivalent thereof) later of 180 days after the aggregate amount available to be drawn under such date of issuance thereof or five Business Days before the Termination Date; PROVIDED that the terms of each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; PROVIDED, HOWEVER, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit") for the account of any Borrower under the Letter of Credit A Facility, Letter of Credit B-1 Facility or Letter of Credit B-2 Facility, as the case may be, from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, (ii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time and (iv) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-2 Facility not to exceed the lesser of (x) the Letter of Credit B-2 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-2 Lenders under the Working Capital B-2 Facility at such time. Letters of Credit issued under the Letter of Credit A Facility shall be issued for the account of any Crompton A Borrower, Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal B-1 Borrower (or to extend and Letters of Credit issued under the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit B-2 Facility shall be issued for the account of any B-2 Borrower. No Letters of Credit shall be issued under the Working Capital B-3 Facility or Green the Canadian Facility. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the date of effectiveness of such extension, amendment or other modificationbeneficiary to require renewal) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled earlier of 30 days before the Termination Date and (A) in the case of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green a Standby Letter of Credit, one year after the date of issuance thereof and (iiiB) in the name and address case of the beneficiary of such Letter of Credit or Green a Trade Letter of Credit, (iv) a statement 90 days after the date of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of issuance thereof. Within the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary limits of the Letter of Credit or Green A Facility, the Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified B-1 Facility or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green B-2 Facility, as the case may be, and subject to the limits referred to above, any Crompton A Borrower, the Uniroyal B-1 Borrower, any B-2 Borrower, as the case may be, may request the issuance of Letters of Credit under this Section 2.01(i), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and provide notice and a copy thereof to request the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter additional Letters of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(i).

Letters of Credit. a. Subject Each Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the satisfaction Existing Letters of Credit, the “Letters of Credit”), for the account of the conditions precedent set forth Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Maturity Date in Sections 3.01 respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time, and 3.02 on (iii) for each such Letter of Credit not to exceed the Restatement Effective DateUnused Revolving Credit Commitments of the Revolving Credit Lenders at such time. The Existing Issuing Bank shall continue any Existing Letters of Credit, each for the account of the Borrower; provided that no Existing Letter of Credit shall be deemed renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to be Citibank of a request for an issuance of a Letter of Credit or Green Credit. No Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Maturity Date in respect of the Revolving Credit Facility and (or to extend A) in the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery case of a Request for Issuance Standby Letter of Credit one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent (which shall promptly distribute copies thereof on or prior to the Lenders) and the applicable LC Issuing Bank. Each Request any date for Issuance shall specify (i) the date (which shall be a Business Day) notice of issuance of renewal set forth in such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a “Notice of Termination”) and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided, however, that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Maturity Date in respect of the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally, but not jointly, agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank that has an Investment Grade Rating equal to or better than such Issuing Bank’s Investment Grade Rating to issue) letters of credit denominated in Dollars (the “Letters of Credit from time to time Credit”), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Facility at such LC time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Fronting CommitmentLetter of Credit Commitment at such time, on not less than two Business Days’ prior notice thereof by delivery of a Request and (iii) for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a “Notice of Termination”) and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided, however, that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the applicable Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. a. Subject to Upon the satisfaction of the conditions precedent set forth in Sections 3.01 Borrower’s request, and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject subject to the terms and conditions hereofset forth herein, each LC Issuing the Bank agrees shall issue letters of credit (the “Letters of Credit”) for the Borrower’s account. The Borrower shall not in any event be entitled to issue obtain a Letter of Credit after the expiration of the Revolving Period, and no Letter of Credit shall have an expiration date that is more than one year after the date of issuance thereof. The Outstanding Letter of Credit Amount shall not in any event exceed $500,000.00 (the “Letter of Credit Sublimit Amount”) or such lesser amount as is set forth herein. For purposes of this Agreement, the “Outstanding Letter of Credit Amount” shall mean: (a) amounts available for draws under outstanding Letters of Credit from time (whether or not such draws are subject to time for the account satisfaction of the Borrower prior conditions); and (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (ib) the date (which shall be a Business Day) amount of issuance of such Letter any draws under Letters of Credit or Green Letter for which the Bank has not received reimbursement. The Borrower shall request Letters of Credit by giving the Bank written notice of each request at least five (or the date of effectiveness of such extension, amendment or other modification5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date issuance of the Lender that isLetter of Credit. The Borrower shall, with such request, complete an application in form acceptable to the Bank and execute or is an Affiliate ofotherwise agree to such terms, such LC Issuing Bank)conditions and reimbursement agreements (each, (iias amended or restated from time to time, a “Reimbursement Agreement”) concerning the proposed stated amount of such Letter of Credit or Green as the Bank may require. In the event of a draw on a Letter of Credit, the Bank may at its option obtain an advance under the Revolving Note (iiiupon notice to the Borrower) to reimburse the name and address Bank for such draw. If the Bank elects not to obtain an advance under the Revolving Note or if credit in the amount of the beneficiary of such Letter of Credit or Green Letter of Creditdraw is not then available under the Revolving Note, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request the Borrower shall immediately upon demand reimburse the Bank for Issuance relates to an amendment or other modification (other than an extension the amount of the stated maturity thereof) of draw together with interest thereon and such other amounts as may be due under any applicable Reimbursement Agreement. The Bank shall not in any event be required to issue a Letter of Credit during the continuance of a Default or Green Event of Default hereunder. The Borrower shall pay the Bank such issuance fees as the Bank may reasonably require with respect to each Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject Provided that no Event of Default then exists, Lender agrees, subject to the satisfaction following additional conditions, to issue from time to time one or more Letters of Credit in favor of a governmental unit or agency or other beneficiary approved by Lender as security for the completion of the conditions precedent construction of Improvements in an Approved Subdivision on Lender’s standard form and otherwise in form and substance acceptable to Lender in an aggregate amount not to exceed the Letter of Credit Loan set forth out in Sections 3.01 Paragraph 1 above, which Letter of Credit may be issued with respect to obligations of either Borrower or any related or affiliated entity of Borrower as Lender may elect. Any amounts disbursed by Lender under a Letter of Credit at any time and 3.02 from time to time shall be deemed disbursements of proceeds of the Letter of Credit Loan and shall be evidenced by the Existing Note. If any Letter of Credit is outstanding on the Restatement Effective DateBusiness Day immediately preceding the Maturity Date (or if an amount has then been drawn on a Letter of Credit which has not been reimbursed or repaid), each Existing Lender may demand delivery of cash collateral in an amount equal to the then outstanding Letter of Credit Liability, and such cash collateral may be retained by Lender until such time as the Letter of Credit Liability is reduced to zero (-0-). Lender may apply such cash collateral to the payment of any amounts thereafter drawn on the Letters of Credit immediately upon the funding of any draw under any Letter of Credit. The failure to deliver such cash collateral upon demand shall constitute an immediate Event of Default under the Loan Documents without notice or further demand. The repayment of any draws on any Letter of Credit shall be deemed to be a secured by the Loan Documents, and so long as any Letter of Credit or Green is outstanding, Lender shall not be required to issue a full release of the Security Instrument. It shall be an Event of Default under the Loan Documents should Lender ever be required to disburse funds under any Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to The Issuing Banks, the satisfaction Banks and the Borrower agree that effective as of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each the Existing Letter Letters of Credit shall be deemed to have been issued and maintained under, and to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to governed by the terms and conditions hereofof, each LC this Agreement. Each Issuing Bank agrees agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (collectively, the “Letters of Credit from time to time Credit”, and each a “Letter of Credit”) for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof)such issuance, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery and any funding of a Request for Issuance draw thereunder, to be made by the Administrative Agent Issuing Banks in reliance on the agreements of the other Banks pursuant to Section 2.03) from time to time on any Business Day during the period from the Effective Date until the earlier of (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (iy) the date Termination Date for all the Banks and (which shall be a Business Dayz) of issuance of such Letter of Credit or Green Letter of Credit five (or the date of effectiveness of such extension, amendment or other modification5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled latest Stated Termination Date for any Bank in an aggregate Available Amount (i) for all Letters of Credit issued by the Lender that is, or is an Affiliate of, Issuing Banks not to exceed at any time the aggregate Letter of Credit Commitments at such LC Issuing Bank)time minus all Letter of Credit Advances outstanding at such time, (ii) for all Letters of Credit issued by any Issuing Bank, not to exceed at any time the proposed stated Letter of Credit Commitment of such Issuing Bank at such time minus all Letter of Credit Advances owed to such Issuing Bank outstanding at such time (or such greater amount of as such Issuing Bank shall approve), and (iii) for each such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable not to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by exceed an amount equal to the amount Unused Revolving Credit Commitments of the Banks at such time; provided, however, that no Issuing Bank shall be required to issue a Letter of Credit if any Bank is a Defaulting Bank or Potential Defaulting Bank unless the Borrower has deposited cash collateral to the extent required under Section 2.06(c)(ii). If the Stated Termination Date for all Banks is not the same and the aggregate Available Amount of the Letters of Credit that have an expiration date later than the Stated Termination Date for any Non-Extending Bank will exceed the Unused Revolving Credit Commitments as of such participationStated Termination Date, then the Borrower shall grant a first priority perfected security interest in, and deliver to (A) each Issuing Bank that is an Extending Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same day funds equal to each applicable Non-Extending Bank’s Pro Rata Share of all outstanding Letters of Credit issued by such Issuing Bank, to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the terms of this Agreement and (B) any Issuing Bank that is a Non-Extending Bank, for such Issuing Bank’s sole benefit, an amount in Dollars and in same days funds equal to the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank (but without duplication of amounts, if any, delivered in respect of such Letters of Credit pursuant to Section 2.01(b)(iii)(A)), to be held as cash collateral by such Issuing Bank under the sole control and dominion of such Issuing Bank and subject to the terms of this Agreement. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower (and in the name of the Parent Guarantor or any of its Subsidiaries from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Funding Date until 5 days before the Termination Date in an aggregate stated amount Available Amount for each such Letter of Credit not exceeding to exceed the lesser of (x) the Unused Letter of Credit Facility Amount at such LC time and (y) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of the Termination Date and one year after the date of issuance thereof, but may by its terms be renewable annually either (i) upon notice (a "Notice of Renewal") given to the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Bank that issued such Letter of a Request for Issuance to Credit and the Administrative Agent (which shall promptly distribute copies thereof on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the Lenders) and date of the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance proposed renewal of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date upon fulfillment of the Lender that is, applicable conditions set forth in Article III or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of automatically unless such Letter of Credit or Green Letter of Credit, (iii) the name and address of Issuing Bank has notified the beneficiary of such Letter of Credit (with a copy to the Borrower and the Administrative Agent) on or Green Letter prior to the date for notice of Credit, (iv) a statement of drawing conditions applicable to termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit and (va "Notice of Termination"); provided that (i) whether the applicable Issuing Bank shall not give a Notice of Termination unless (x) such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Issuing Bank has assigned its entire Letter of Credit Commitment to an Eligible Assignee pursuant to Section 9.07(f) or Green (y) the applicable conditions set forth in Article III are not satisfied at such time and (ii) the terms of each Letter of CreditCredit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed or terminated and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be accompanied by deemed to have been so delivered for all purposes under this Agreement. Within the consent of the beneficiary limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Borrower not less than one day prior to the proposed date issuance of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter additional Letters of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(c).

Letters of Credit. a. Subject to If the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Administrator determines on the Restatement Effective DateBusiness Day immediately preceding any Distribution Date during the Series 2010-3 Rapid Amortization Period that on such Distribution Date there will exist a Series 2010-3 Lease Principal Payment Deficit, each Existing Letter of Credit the Administrator shall be deemed instruct the Trustee in writing to be a Letter of Credit or Green Letter draw on the Series 2010-3 Letters of Credit, if any, as applicable, issued hereunderprovided below. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Upon receipt of a Request for Issuance to notice by the Administrative Agent (which shall promptly distribute copies thereof to Trustee from the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be Administrator in respect of a Business Day) of issuance of such Letter of Credit Series 2010-3 Lease Principal Payment Deficit on or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon 3:00 p.m. (New York City time) on the proposed date of issuance Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (or effectivenessNew York City time) specified on such Business Day draw an amount as set forth in such Request for Issuance, and upon fulfillment notice equal to the least of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modifyi) such Series 2010-3 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2010-3 Letter of Credit or Green Liquidity Amount on the Series 2010-3 Letters of Credit by presenting to each Series 2010-3 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and provide notice and a copy thereof shall cause the Lease Deficit Disbursements to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, deposited in the case of any Alternative Currency Letter of CreditSeries 2010-3 Distribution Account on such date; provided, however, that if the Series 2010-3 Cash Collateral Account has been established and funded, the Trustee shall be withdraw from the Dollar Equivalent thereof) of Series 2010-3 Cash Collateral Account and deposit in the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by Series 2010-3 Distribution Account an amount equal to the lesser of (x) the Series 2010-3 Cash Collateral Percentage for such date of the lesser of the Series 2010-3 Lease Principal Payment Deficit and the Principal Deficit Amount for such Distribution Date and (y) the Series 2010-3 Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such participationamount on the Series 2010-3 Letters of Credit. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, the Administrator shall only instruct the Trustee to draw on the Series 2010-3 Letters of Credit (or withdraw from the Series 2010-3 Cash Collateral Account, if applicable) pursuant to this Section 2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2010-3 Liquidity Amount on such date over (y) the Series 2010-3 Required Liquidity Amount on such date.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective DateUpon Borrower's request therefor, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of CreditLender shall, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time so long as no Event of Default has occurred and is continuing as of such date of request, issue (i) standby Letters of Credit for the account of Borrower or any Consolidated Subsidiary, and/or (ii) commercial Letters of Credit for the account of Borrower or any Consolidated Subsidiary, provided the aggregate amounts available to be drawn under such standby and commercial Letters of Credit (or actually drawn but not yet reimbursed by Borrower (on behalf of itself or to extend the stated maturity thereof or to amend or otherwise modify the terms thereofsuch Consolidated Subsidiary)), in an aggregate stated amount together with the sum of all advances on account of the Amended and Restated Revolving Credit Loan then outstanding, shall not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery exceed the sum of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank$10,000,000.00. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit issued by Lender for the account of Borrower or Green Letter any Consolidated Subsidiary, and unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Amended and Restated Revolving Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior Loan in an amount equal to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit so long as such Letter of Credit is outstanding or Green such draw unpaid. No Letter of Credit shall be issued by Lender for the account of Borrower or any Consolidated Subsidiary, which has an expiration date later than sixty (60) days prior to the termination date of the Amended and Restated Revolving Credit Loan described in Paragraph 3B(5) above. Upon payment by Lender under any Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it any amount so paid shall be accompanied immediately due and payable by Borrower (on behalf of itself or any such Consolidated Subsidiary) and Lender shall have the consent right to effect payment thereof, together with the payment of the beneficiary of the Letter of Credit or Green Letter of Credit theretoany fees, expenses and charges described below, immediately by a charge to Borrower's operating account maintained with Lender. Each Request for Issuance shall be irrevocable unless modified or rescinded Unless and until such charge to Borrower's operating account is made by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth hereinLender, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case unreimbursed amount of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize be considered an advance on account of the Commitment Amended and Restated Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall bear interest at the default rate prescribed in Paragraph 3G above until paid in full by Borrower. Lender shall charge Borrower a fee (based on the then-applicable "Letter of each Lender by an amount equal to Credit Percentage Fee" from the Pricing Grid) for the issuance of such Letters of Credit, based upon the stated amount of each, which fee shall be payable by Borrower (on behalf of itself or such participationConsolidated Subsidiary) to Lender upon the issuance thereof. In the event that Borrower desires either a standby or a commercial Letter of Credit (for its own account or the account of any Consolidated Subsidiary), the documentation thereof shall consist of Lender's standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any fee on account of such Letters of Credit shall be included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit and shall entitle Lender to exercise its rights thereunder with respect to such default.

Letters of Credit. a. Subject (a) The Acquired Company and Subsidiaries have provided letters of credit as set forth on Exhibit 5.07 for the purpose of collateralizing certain insurance obligations of the Acquired Company and the Subsidiaries (the "Existing Letters of Credit"). Within two (2) Business Days of the Closing Date, Seller shall provide Purchaser with an updated Exhibit 5.07, which updated exhibit will reflect any additional letters of credit provided by the Acquired Company and the Subsidiaries between the date of this Agreement and the Closing Date for the purpose of collateralizing certain insurance obligations of, and pursuant to Contracts entered into by, the Acquired Company and the Subsidiaries (such additional letters of credit, the "Additional Letters of Credit" and together with the Existing Letters of Credit, the "Letters of Credit"). Such Letters of Credit were issued or will be issued under the Senior Secured Credit Facility and are guaranteed obligations of Seller and its Affiliates. Purchaser hereby agrees to use commercially reasonable efforts to cause the Acquired Company or one or more of the Acquired Company's Subsidiaries to provide a replacement letter of credit to the satisfaction beneficiary of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing such Letter of Credit shall be deemed within thirty (30) days of the Closing Date (the last day of such thirty-day period being referred to be herein as the "Required LC Delivery Date"), and Seller and Parent hereby agree to cooperate in all reasonable respects with Purchaser in connection therewith. In the event that Purchaser is unable to provide any such replacement letter of credit on or prior to the Required LC Delivery Date, Purchaser hereby agrees (i) to cause the Acquired Company or one or more of the Acquired Company's Subsidiaries to provide a letter of credit on the Required LC Delivery Date to the issuer of each Letter of Credit or Green not replaced, as collateral for such Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the greatest amount for which such Letter of Credit may be drawn; and (ii) to continue to use its commercially reasonable efforts to cause the Acquired Company or one or more of the Acquired Company's Subsidiaries to provide a replacement letter of credit as contemplated above until such participationreplacement letter of credit is so provided.

Letters of Credit. a. Subject As part of the Credit available hereunder and upon not less than three (3) Business Days' prior notice to the satisfaction Agent, each of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed Facility A Borrowers may cause to be a Letter of Credit issued by an Issuing Lender one or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue more Letters of Credit from under Facility A in a maximum aggregate amount outstanding at any time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting CommitmentUS $15,000,000, on and for a duration not less than two Business Days’ prior notice thereof by delivery exceeding the lesser of a Request for Issuance to the Administrative Agent one (which shall promptly distribute copies thereof to the Lenders1) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or year from the date of effectiveness issuance or the remaining duration of such extensionthe Term, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior subject to the then-scheduled Termination Date signature by the relevant Facility A Borrower of the Lender that is, or is an Affiliate of, Issuing Lender's standard documentation then currently used in connection with letters of credit. Such Borrower shall pay non-refundable fees in respect of any such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to the rate per annum indicated in the definition of "Margin" multiplied by the face amount thereof, subject to a minimum fee for each Letter of Credit in an amount of $250, payable in advance. The relevant Facility A Borrower shall also pay to the Issuing Lender Letter of Credit fees in respect of any such Lender’s Percentage Letters of Credit equal to .12% per annum of the face amount thereof, payable (whichi) for Letters of Credit issued at the request of a US Borrower, in arrears at the case end of each fiscal quarter of IPG, and (ii) for Letters of Credit issued at the request of a Canadian Borrower, in advance on the date of issuance, or on such other date as the Agent may determine from time to time. IPG and LLC expressly acknowledge that they will remain liable hereunder in respect of Letters of Credit irrespective of the fact that they have not executed such standard documentation together with the applicable Borrower. If a request for payment is made under any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) Issuing Lender will advise the Agent and the Agent will promptly advise the relevant Facility A Borrower of any payment made thereunder. Upon any payment by the aggregate amount available to be drawn Issuing Lender under such Letter of Credit or Green any Letter of Credit. Each Letter , each of Credit or Green Letter the Lenders shall reimburse to the Issuing Lender a portion of Credit shall utilize the Commitment of each Lender by an amount such payment equal to the percentage of its respective Facility A Commitment multiplied by the amount of such participationpayment.

Letters of Credit. a. Subject Any Borrower may request any Issuing Bank to the satisfaction of the conditions precedent set forth issue, and such Issuing Bank may, if in Sections 3.01 and 3.02 its reasonable discretion it elects to do so, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth and in reliance upon the agreements of the other Lenders set forth in this Agreement, each LC Issuing Bank agrees to issue Letters standby letters of Credit credit (each, a “Letter of Credit”) denominated in Dollars for the account of any Borrower or its specified Subsidiaries from time to time for on any Business Day during the account of period from the Borrower (or Effective Date until 30 days before the latest Termination Date applicable to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), any Tranche A Lender in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the Letter of Credit Commitment of such Issuing Bank and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Tranche A Commitments of the Tranche A Lenders having a Termination Date no earlier than the expiration date (which shall be a Business Day) of issuance of such Letter of Credit or Green at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Issuance thereof (or the date of effectiveness of such one year after its renewal or extension, amendment or other modification) and 10ten Business Days before the stated expiry date thereof (which latest Termination Date applicable to any Tranche A Lender. Within the limits referred to above, the Borrowers may from time to time request the Issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be no later than five Business Days prior deemed to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such constitute a Letter of Credit or Green Letter of Creditissued hereunder, (iii) the name and address of the beneficiary each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or Green Letter replacement of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether any such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment on or other modification (other than an extension of after the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it date hereof shall be accompanied re-issued by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior an Issuing Bank pursuant to the proposed date terms of issuance (or effectiveness) specified thereinthis Agreement. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Jabil Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.Agreement26 31

Letters of Credit. a. (a) Subject to the terms and conditions hereof, at any time and from time to time from the Closing Date through the Banking Date that is 30 days prior to the Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Commitment as each Borrower may request by a Request for Letter of Credit; provided that (i) after giving effect to such Letter of Credit and any repayments of Loans made, or satisfaction of Obligations in respect of Letters of Credit made, on the same Banking Day, (x) the sum of (A) the aggregate principal amount outstanding under the Notes, plus (B) the Aggregate Effective Amount of all outstanding Letters of Credit, plus (C) the Swing Line Outstandings do not exceed the then applicable Commitment less the Commitment Reserve and (y) with respect to any single Borrower, the sum of (A) the aggregate principal amount of the Loans to such Borrower plus (ii) the Aggregate Effective Amount of all outstanding Letters of Credit issued for the account of such Borrower plus (iii) as applicable, the Swing Loan Outstandings to such Borrower do not exceed such Borrower's Loan Sublimit, (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $15,000,000; and (iii) with respect to a Request for Letter of Credit with respect to a Foreign Currency Letter of Credit, the Issuing Lender shall not be obligated to issue the Foreign Currency Letter of Credit with respect to a particular Foreign Currency if and so long as the Issuing Lender determines that current or reasonably expected market conditions for that Foreign Currency are unusually unstable or would make it unlawful, impossible or impracticable for the Issuing Lender to fund or hedge its obligations under the Foreign Currency Letter of Credit. For purposes of the foregoing, the aggregate principal amount outstanding under the Notes and the Aggregate Effective Amount of outstanding Letters of Credit, to the extent consisting of Foreign Currency Loans and Foreign Currency Letters of Credit, respectively, shall be based on the Foreign Currency Equivalents thereof as of the Banking Day immediately preceding the date of the Request for Letter of Credit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year (subject to extension in accordance with the terms thereof; provided that all conditions precedent set forth to issuance of a Letter of Credit are satisfied in Sections 3.01 and 3.02 on connection with any such extension) or extend beyond the Restatement Effective Maturity Date. As of the Closing Date, each Existing Letter of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder and shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) hereunder on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationClosing Date.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue Letters standby and trade letters of Credit credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of any Borrower (or on behalf of Subsidiaries specified by any Borrower) from time to time for on any Business Day during the account of period from the Borrower (or to extend Effective Date until 30 days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on not less than two Business Days’ prior notice thereof by the date of delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Notice of Issuance) (i) for all Letters of Credit not to exceed at any time the date Letter of Credit Facility at such time, (which shall be a Business Dayii) for all Letters of issuance Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time and (iii) for each such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior not to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by exceed an amount equal to the amount Unused Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the issuance thereof (or one year after its renewal or extension) and ten Business Days before the Termination Date. Within the limits referred to above, the Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such participationa Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (A) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (B) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. No Letter of Credit shall have an expiration date (excluding all rights of the Borrower or Green the beneficiary to require renewal) later than the earlier of (A) sixty (60) days before the fifth anniversary of the Closing Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be automatically renewable annually unless such Issuing Bank shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least thirty (30) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, automatic renewal) of its election not to renew such LC Issuing Bank), (ii) the proposed stated amount of such Standby Letter of Credit or Green Letter (a "NOTICE OF TERMINATION"); provided that the terms of Credit, (iii) the name and address of the beneficiary of such each Standby Letter of Credit or Green Letter that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit, (iv) a statement of drawing conditions applicable to such Standby Letter of Credit or Green in any event to be extended to a date later than sixty (60) days before the Revolving Credit Termination Date. If a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of shall expire on the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, date on which it shall be accompanied by otherwise would have been automatically renewed. Within the consent of the beneficiary limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter Advances resulting from drawings under Letters of Credit or Green Letter pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(d).

Letters of Credit. a. (a) The Letter of Credit Commitment. (i) Subject to the satisfaction terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the conditions precedent Revolving Credit Lenders set forth in Sections 3.01 and 3.02 this Section 2.03, (1) from time to time on any Business Day during the Restatement Effective period from the Closing Date until the Letter of Credit Expiration Date, each Existing to issue Letters of Credit for the account of the Borrower, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings at such time shall not exceed the Revolving Credit Facility at such time, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations at such time shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a Letter of representation by the Borrower that the L/C Credit or Green Letter of CreditExtension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, as applicable, issued hereunder. Subject and subject to the terms and conditions hereof, each LC Issuing Bank agrees the Borrower’s ability to issue obtain Letters of Credit from time to time for the account of shall be fully revolving, and accordingly the Borrower (or to extend may, during the stated maturity thereof or to amend or otherwise modify the terms thereof)foregoing period, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter obtain Letters of Credit or Green Letter to replace Letters of Credit (that have expired or the date of effectiveness of such extension, amendment or other modification) that have been drawn upon and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationreimbursed.

Letters of Credit. a. Subject to 2.3.1 As a sublimit under the satisfaction of the conditions precedent set forth in Sections 3.01 Revolving Commitment and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit at any time and from time to time from the Closing Date through the Letter of Credit Maturity Date, Issuing Lender agrees to issue such Letters of Credit denominated in Dollars for the account of Borrower, and as applicable, at the discretion of Issuing Lender, for the account of any Subsidiary, as Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof may request by delivery of a Request for Issuance Letter of Credit; provided, however, that the form and substance of each Letter of Credit shall be subject to the Administrative Agent (which shall promptly distribute copies thereof approval by Issuing Lender, in its sole discretion; and, provided further, that after giving effect to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify all such Letters of Credit, (i) the date Revolving Facility Usage does not exceed the Borrowing Availability, (which ii) the Letter of Credit Usage under all outstanding Letters of Credit does not exceed the Letter of Credit Sublimit, and (iii) as to each Lender, such Lender's Pro Rata Share of the Revolving Facility Usage does not exceed such Xxxxxx's Pro Rata Share of the Revolving Commitment. Each Letter of Credit shall mature on or before the Letter of Credit Maturity Date and, unless the Issuing Lender and Requisite Lenders otherwise consent in a writing delivered to Administrative Agent, the term of any Letter of Credit shall not exceed one (1) year or extend beyond the Letter of Credit Maturity Date, provided that in the Issuing Lender’s and Requisite Lenders’ discretion, a Letter of Credit may mature after the Letter of Credit Maturity Date provided Borrower Cash Collateralizes such Letter of Credit in accordance with Section 2.3.11. Each Letter of Credit shall be subject to the additional terms and conditions of Issuing Lender’s standard agreement for a Business DayLetter of Credit and related documents, if any, required by Issuing Lender in connection with the issuance thereof; provided, however, to the extent that the terms of such documents are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. An Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (a) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon -63- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement such Issuing Lender any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Lender in good xxxxx xxxxx material to it; (b) the issuance of such Letter of Credit would violate one or Green Letter of Credit (or the date of effectiveness more policies of such extensionIssuing Lender applicable to letters of credit generally; or (c) any Lender is at that time a Defaulting Lender, amendment unless such Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion) with Borrower or other modificationsuch Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 11.5) and the stated expiry date thereof (which shall be no later than five Business Days prior with respect to the then-scheduled Termination Date of the Defaulting Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of arising from either such Letter of Credit then proposed to be issued or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such and all other Letter of Credit Obligations as to which such Issuing Lender has actual or Green potential Fronting Exposure, as it may elect in its sole discretion. An Issuing Lender shall be under no obligation to amend any Letter of Credit and if (vA) whether such letter of credit is a Green Letter of Credit, and if Issuing Lender would have no obligation at such Request for Issuance relates time to an amendment or other modification (other than an extension of issue the stated maturity thereof) of a Letter of Credit in its amended form under the terms hereof, or Green Letter of Credit, it shall be accompanied by the consent of (B) the beneficiary of the Letter of Credit or Green does not accept the proposed amendment to the Letter of Credit. 2.3.2 Each Request for Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day submitted to Issuing Lender, with a copy to Administrative Agent, at least two (2) Business Days prior to the date upon which the related Letter of Credit is proposed date of issuance (or effectiveness) specified thereinto be issued. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in Administrative Agent shall promptly notify Issuing Lender whether such Request for IssuanceLetter of Credit, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit by any LC Credit, Issuing BankLender shall promptly notify Administrative Agent, and Administrative Agent shall promptly notify the Lenders, of the amount and terms thereof. 2.3.3 Upon the issuance of a Letter of Credit, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, deemed to purchase from such LC Issuing Bank without recourse have purchased a pro rata participation in such Letter of Credit or Green Letter of Credit from Issuing Lender in an amount equal to such that Xxxxxx’s Pro Rata Share. Without limiting the scope and nature of each Lender’s Percentage (which, participation in the case of any Alternative Currency Letter of Credit, to the extent that Xxxxxxx Xxxxxx has not been reimbursed by Borrower for any payment required to be made by Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse Issuing Lender through Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so reimburse Issuing Lender shall be absolute and unconditional and shall not be affected by the Dollar Equivalent thereof) occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the aggregate obligation of Borrower to reimburse Issuing Lender for the amount available to be drawn of any payment made by Issuing Lender under such any Letter of Credit or Green together with interest as hereinafter provided. 2.3.4 Subject to Xxxxxxxx’s right to finance such payment through a Revolving Loan pursuant to Section 2.3.5, Xxxxxxxx agrees to pay to Issuing Lender through Administrative Agent an amount equal to any payment made by Issuing Lender with respect to each Letter of Credit within one (1) Business Day after demand made by Issuing Lender therefor, together with interest on such amount from the date of any payment made by Issuing Lender at the rate equal to the then Applicable Base Rate for two (2) Business Days and thereafter, at the Default Rate. The principal amount of any such payment shall be used to reimburse Issuing -64- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Lender for the payment made by it under the Letter of Credit and, to the extent that the Lenders have not reimbursed Issuing Lender pursuant to Section 2.3.3, the interest amount of any such payment shall be for the account of Issuing Lender. Each Lender that has reimbursed Issuing Lender pursuant to Section 2.3.3 for its Pro Rata Share of any payment made by Xxxxxxx Xxxxxx under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of Xxxxxxx Xxxxxx against Xxxxxxxx for reimbursement of principal and interest under this Section 2.3.4 and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Xxxxxxxx (but only with respect to periods subsequent to the date such Lender reimbursed Xxxxxxx Xxxxxx) with respect to such claim. Upon receipt of any such reimbursement from Xxxxxxxx, Issuing Lender shall pay to Administrative Agent, for the ratable benefit of those Lenders that had reimbursed such Issuing Lender pursuant to Section 2.3.3 for their respective Pro Rata Shares of any payment made by such Issuing Lender under a Letter of Credit to which such reimbursement applies, the amount of such reimbursement. 2.3.5 Borrower may request that a Revolving Loan be made in accordance with Section 2.1 to provide funds for the payment required by Section 2.3.4; provided that, after giving effect to any such Loan, the Revolving Facility Usage does not exceed the Borrowing Availability at such time. The proceeds of such Revolving Loan shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. Each Letter 2.3.6 If Borrower fails to make the payment required by Section 2.3.4 within the time period therein set forth, in lieu of Credit the reimbursement to Issuing Lender under Section 2.3.3, Issuing Lender may (but is not required to), without notice to or Green Letter the consent of Credit shall utilize Borrower, instruct Administrative Agent to cause Revolving Loans to be made by the Lenders under the Revolving Commitment of each Lender by in an aggregate amount equal to the amount paid by Issuing Lender with respect to that Letter of Credit, provided that such Revolving Loans shall automatically be made as Base Rate Loans. The proceeds of such participation.Loans shall be paid directly to Issuing Lender to reimburse it for the payment made by it under the Letter of Credit. 2.3.7 The issuance of any supplement, modification, amendment, renewal, or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. 2.3.8 Xxxxxxxx’s obligation to reimburse Letter of Credit Obligations as provided in Section 2.3.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Agreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s obligations hereunder. -65- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement No Indemnified Person shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by Applicable Law) suffered by Borrower that are caused by such Xxxxxxx Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction), an Issuing Lender shall be deemed to have exercised care in each such determination, and that: (1) Issuing Lender may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation; (2) Issuing Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit; (3) Issuing Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and (4) this sentence shall establish the standard of care to be exercised by Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing). Without limiting the foregoing, no Indemnified Person shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) Issuing Lender declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) Issuing Lender retaining proceeds of a Letter of

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 (a) Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue Letters letters of Credit from time to time credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of the Borrower (or any of its Subsidiaries from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Effective Date until 30 days before the Termination Date in an aggregate stated amount Available Amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by exceed an amount equal to the amount Unused Commitments of the Lenders at such time; provided that (x) the aggregate Available Amount of all Letters of Credit issued by all Issuing Banks shall not exceed at any time the Letter of Credit Facility at such time and the aggregate Available Amount of all Letters of Credit issued by any Issuing Bank shall not exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (y) no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such participationIssuing Bank applicable to letters of credit generally. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Commitment Termination Date of any Non-Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of all Letters of Credit expiring after such Commitment Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.03(a).

Letters of Credit. a. Subject If the Administrator determines on any Distribution Date during the Series 2002-1 Rapid Amortization Period that there exists a Series 2002-1 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 draw on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter Series 2002-1 Letters of Credit, if any, as applicableprovided below; PROVIDED, issued hereunder. Subject HOWEVER, that the Administrator shall not instruct the Trustee to draw on the terms and conditions hereof, each LC Issuing Bank agrees to issue Series 2002-1 Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery respect of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit Series 2002-1 Lease Principal Payment Deficit on or Green Letter of Credit (or after the date of effectiveness the filing by any of such extension, amendment the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code unless and until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2002-1 Lease Principal Payment Deficit on or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to 11:00 a.m. (New York City time) on a Distribution Date, the then-scheduled Termination Date of the Lender that isTrustee shall, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by Distribution Date draw an amount equal to the lesser of (i) such Series 2002-1 Lease Principal Payment Deficit and (ii) the Series 2002-1 Letter of Credit Amount on the Series 2002-1 Letters of Credit by presenting to each Series 2002-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be deposited in the Series 2002-1 Distribution Account on such Distribution Date; PROVIDED, HOWEVER, that if the Series 2002-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2002-1 Cash Collateral Account and deposit in the Series 2002-1 Distribution Account an amount equal to the lesser of (x) the Series 2002-1 Cash Collateral Percentage on such Distribution Date of the Series 2002-1 Lease Principal Payment Deficit and (y) the Series 2002-1 Available Cash Collateral Account Amount on such Distribution Date and draw an amount equal to the remainder of such participationamount on the Series 2002-1 Letters of Credit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (each, a “Letter of Credit” and, collectively, “Letters of Credit from time to time Credit”) in Dollars or Euros for the account of the Borrower (or and its Subsidiaries from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Effective Date until 30 days before the final Termination Date in an aggregate stated amount Available Amount (converting all Euros into the then applicable Dollar Equivalent thereof) (i) not exceeding at any time (x) for all Letters of Credit, the Letter of Credit Facility at such LC time and (y) for all Letters of Credit issued by each Issuing Bank, such Issuing Bank’s Fronting Commitment, on Letter of Credit Commitment at such time (unless otherwise agreed by such Issuing Bank) and (ii) for each such Letter of Credit not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to exceed an amount equal to the Administrative Agent Unused Commitments of the Lenders at such time. Each Letter of Credit shall be in an amount of US$5,000,000 (which shall promptly distribute copies thereof to the Lenders) and or the applicable LC Issuing BankDollar Equivalent thereof) or more. Each Request The Borrower shall be liable for Issuance all Obligations with respect to any Letter of Credit issued for the account of any of its Subsidiaries. No Letter of Credit shall specify have an expiration date (iincluding all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (x) the date (which shall be a Business Day) that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Letter of Credit and the Designated Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Designated Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit equal (a “Notice of Termination”) and (y) five Business Days prior to the final Termination Date, provided that no Letter of Credit may expire after the Termination Date of any Non-Consenting Lender if, after giving effect to such Lender’s Percentage issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (whichincluding any replacement Lenders) for the period following such Termination Date would be less than the Available Amount of the Letters of Credit expiring after such Termination Date; provided, further, that the terms of each Letter of Credit that is automatically renewable annually shall (1) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in the case such Letter of Credit notice of any Alternative Currency Letter Notice of CreditTermination and (2) permit such beneficiary, shall be the Dollar Equivalent thereof) upon receipt of the aggregate amount available such notice, to be drawn draw under such Letter of Credit or Green Letter of Credit. Each prior to the date such Letter of Credit otherwise would have been automatically renewed. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the amount contrary by the Designated Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. a. Subject Upon the terms and conditions of this Credit Agreement, from time to time during the satisfaction of Revolving Credit Availability Period, Borrower may request the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed Issuing Bank to be issue a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or Borrower, denominated in Dollars, and Issuing Bank hereby agrees to extend the stated maturity thereof or to amend or otherwise modify the terms thereof)issue each Letter of Credit so requested, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance provided that after giving effect to the Administrative Agent (which shall promptly distribute copies thereof issuance thereof, the Letter of Credit Outstandings do not exceed the Letter of Credit Sublimit. Notwithstanding anything else to the Lenders) and contrary set forth herein, the applicable LC Issuing Bank. Each Request for Issuance Bank shall specify not be required to issue any Letter of Credit if at the time of such issuance, (i) it has not received a duly completed Letter of Credit Request, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to the Issuing Bank or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Lender is not otherwise compensated), or (iii) after giving effect to the issuance thereof, the aggregate Revolving Credit Exposure of all Lenders would exceed the Maximum Aggregate Available Amount. Each Letter of Credit issued by the Issuing Bank pursuant to this Credit Agreement shall have an expiration date no later than the Maturity Date. Notwithstanding the foregoing, if the Borrower requests that a Letter of Credit be issued with an expiration date which is later than the Maturity Date (which any such Letter of Credit, a "Long-Dated Letter of Credit"), such Long-Dated Letter of Credit may be issued by the Issuing Bank hereunder if the Issuing Bank and each Lender expressly consent to the issuance thereof. The Borrower hereby agrees that if the expiration date of any Letter of Credit falls on or after the Maturity Date, the Borrower shall remit to the Issuing Bank, no less than five (5) Business Days prior to the Maturity Date, an amount in cash equal to the Letter of Credit Outstandings from time to time from and after such Maturity Date. Such amounts shall be a Business Day) of issuance held by the Agent as security for Borrower's reimbursement obligations in respect of such Letter of Credit or Green Letter of Credit (or Obligations. The Borrower and Agent shall enter into such documentation as is necessary and appropriate to give effect to the date of effectiveness posting of such extension, amendment or other modification) collateral and the stated expiry date thereof (which shall be no later than five Business Days prior grant to Agent for the then-scheduled Termination Date benefit of the Lender that isIssuing Bank and the Lenders of a first perfected security interest therein, or is an Affiliate of, such LC Issuing Bank), (ii) and the proposed stated amount terms and conditions of such Letter of this Credit or Green Letter of Credit, (iii) the name Agreement shall remain in full force and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable effect with respect to such Letter of Credit or Green Obligations for so long as such Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of Outstandings remain outstanding. Whenever the stated maturity thereof) of Borrower desires that a Letter of Credit or Green Letter be issued (including, without limitation, any Long-Dated Letters of Credit), it the Borrower shall be accompanied give the Issuing Bank written notice (including by the consent way of facsimile transmission, immediately confirmed in writing by submission of the beneficiary original of such request by mail to the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day Issuing Bank) thereof prior to 12:00 noon (New York time) at least five (5) Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit D (each, a "Letter of Credit Request"). The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to the Borrower and/or Letters of Credit pursuant to this Credit Agreement. Upon its issuance of, or effectivenessamendment to, any Letter of Credit, the Issuing Bank shall promptly notify the Agent of such issuance or amendment, which notice shall include a summary description of the Letter(s) specified thereinof Credit actually issued and any amendments thereto. Not later than 12:00 noon (New York City time) The Agent shall provide such information to the Lenders on a summary basis as of the end of each Fiscal Quarter. Prior to the occurrence and continuance of an Event of Default, any amounts drawn or disbursements made by the Issuing Bank under a Letter of Credit shall constitute, without the requirement of any further action on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment part of the applicable conditions precedent Borrower, the making of a Prime Rate Loan by the Lenders pursuant to Section 2.1(b) hereof. Accordingly, upon delivery to any Lender by Agent of notice of the deemed advance of such Prime Rate Loan, the Lenders hereby agree to remit to the Issuing Bank their respective pro rata shares of such Prime Rate Loan. Until such time as the Issuing Bank shall have received the respective Lenders' pro rata shares of such Prime Rate Loan, the Issuing Bank shall be entitled to receive, for its own account, any interest accrued on the unreimbursed portion of such Prime Rate Loan(s). It is hereby further agreed that with respect to any such Prime Rate Loans and subject to Section 2.2.3, the other requirements Borrower shall be deemed to have requested that such Prime Rate Loan be converted to a LIBOR Loan with an Interest Period of one (1) month, effective as of the third (3rd) Eurodollar Business Day after the date on which such Prime Rate Loan was made. The Borrower's obligations to reimburse the Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be the primary obligation of the Borrower, absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Lender, the Issuing Bank, the Agent or any beneficiary of the Letter of Credit, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything to the contrary set forth herein, any action taken or omitted to be taken by the applicable LC Issuing Bank shall issue (under or extend, amend or otherwise modify) such in connection with any Letter of Credit Credit, if taken or Green omitted in the absence of the Issuing Bank's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for the Issuing Bank any resulting liability to the Borrower. By issuance of each Letter of Credit and provide notice without any further action on the part of the Issuing Bank, Agent or Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a copy thereof participation in each Letter of Credit in an amount equal to such Lender's ratable share of the Administrative Agent, which shall promptly furnish notice thereof to the aggregate Commitments of all Lenders. Upon Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of each issuance Letter of Credit is absolute, irrevocable, and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of a Letter of Credit or Green Letter the occurrence and continuance of Credit by any LC a Default or an Event of Default hereunder, or the reduction or termination of the Commitments. In furtherance and not in limitation of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the Issuing Bank, such Lender's ratable share of any Unpaid Drawings promptly upon demand therefor by the Agent. Subject to the funding by each Lender shall be deemedof its participation as required hereinabove, and hereby irrevocably and unconditionally agrees, to purchase from such LC upon receipt by the Issuing Bank without recourse a participation of any payments from the Borrower as payment with respect to the Unpaid Drawings (whether in respect of interest of principal), the Issuing Bank shall remit such Letter proceeds to the Agent for distribution to the Lenders, ratably in accordance with their respective interests therein. Notwithstanding the foregoing, if any Lender is in default of Credit or Green Letter of Credit equal to its funding obligations pursuant hereto, such Lender’s Percentage (which, in 's pro rata share of the case proceeds of any Alternative Currency payments made by the Borrower to reimburse Unpaid Drawings may be applied by the Agent to satisfy such Lender's defaulted payment obligations. The Issuing Bank shall provide notice to the Borrower and the Agent whenever a drawing is made under a Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit from time to time Credit”), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Revolving Credit Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Facility at such LC time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Fronting CommitmentLetter of Credit Commitment at such time, on not less than two Business Days’ prior notice thereof by delivery of a Request and (iii) for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time, provided that such obligation of the Issuing Banks shall be contingent on no Revolving Credit Lender being a Delinquent Lender (provided that the Issuing Bank may, in its sole discretion, be entitled to waive this condition). All Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only. No Letter of Credit (or shall have an expiration date later than the earlier of the date of effectiveness of such extension, amendment or other modification) and that is 60 days before the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Revolving Credit Termination Date and (A) in the case of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green a Standby Letter of Credit, (iii) may by its terms provide that such expiration date will be automatically extended for a period and on terms acceptable to the name and address of the beneficiary of Issuing Bank that issues such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Standby Letter of Credit and (vB) whether such letter in the case of credit is a Green Trade Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension 60 days after the date of issuance thereof; provided, however, that the stated maturity thereof) terms of a each Standby Letter of Credit or Green that is automatically extendible annually shall not permit the expiration date (after giving effect to any extension) of such Standby Letter of Credit, it shall Credit in any event to be accompanied by extended to a date later than 60 days before the consent of Revolving Credit Termination Date. Within the beneficiary limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Borrower not less than one day prior to the proposed date issuance of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter additional Letters of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(b).

Letters of Credit. a. (a) The Letter of Credit Commitment. (i) Subject to the satisfaction terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the conditions precedent Multicurrency Revolving Credit Lenders set forth in Sections 3.01 and 3.02 this Section 2.03, (1) from time to time on any Business Day during the Restatement Effective period from the Closing Date until the Letter of Credit Expiration Date, each Existing to issue standby and commercial Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend (including without limitation by extension) Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03 and any drawings thereunder; provided that, as of the date of any L/C Credit Extension, immediately after giving effect to any such L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Multicurrency Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a Letter of representation by the Borrower that the L/C Credit or Green Letter of CreditExtension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, as applicable, issued hereunder. Subject and subject to the terms and conditions hereof, each LC Issuing Bank agrees the Borrower’s ability to issue obtain Letters of Credit from time to time for the account of shall be fully revolving, and accordingly the Borrower (or to extend may, during the stated maturity thereof or to amend or otherwise modify the terms thereof)foregoing period, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter obtain Letters of Credit or Green Letter to replace Letters of Credit (that have expired or the date of effectiveness of such extension, amendment or other modification) that have been drawn upon and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit theretoreimbursed. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter All Existing Letters of Credit shall utilize be deemed to have been issued pursuant hereto, and from and after the Commitment of each Lender Closing Date shall be subject to and governed by an amount equal to the amount of such participationterms and conditions hereof.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of Credit from time to time credit (the "LETTERS OF CREDIT"), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit not to exceed at any time the date Letter of Credit Facility at such time, (which shall be a Business Dayii) for all Letters of issuance Credit issued by such Issuing Bank not to exceed such Issuing Bank's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank that issued such Standby Letter of such extension, amendment or other modification) Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereof) of the aggregate amount available to be drawn under Issuing Bank that issued such Letter of Credit or Green to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Letter Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit shall utilize under this Section 2.01(b) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.01(b).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. (a) Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit at any time and from time to time from the Closing Date through the day prior to the Maturity Date, the Issuing Bank shall issue such Letters of Credit under the Commitment as Borrower may request by a Request for Letter of Credit; provided that giving effect to all such Letters of Credit, (i) the Outstanding Obligations shall not exceed the Commitment, and (ii) the Aggregate Effective Amount under all outstanding Letters of Credit shall not exceed $100,000,000. Each Letter of Credit shall be in a form reasonably acceptable to the Issuing Bank. Unless all the Banks otherwise consent in a writing delivered to the Administrative Agent, the terms of each Letter of Credit shall not (x) exceed one (1) year, (y) extend beyond the Maturity Date or (z) extend past the Reduction Date if, giving effect thereto, the aggregate principal amount of the outstanding Eurodollar Loans having Eurodollar Periods ending after the Reduction Date plus the aggregate principal amount of the outstanding Competitive Advances having maturities after the Reduction Date, plus the Aggregate Effective Amount of all Letters of Credit expiring after the Reduction Date would exceed the Commitment (as reduced on the Reduction Date). (b) Each Request for Letter of Credit shall be submitted to the Issuing Bank, with a copy to the Administrative Agent, at least five (5) Banking Days prior to the date upon which the related Letter of Credit is proposed to be issued. The Administrative Agent shall promptly notify the Issuing Bank whether such Request for Letter of Credit, and the issuance of a Letter of Credit pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit, the Issuing Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Banks, of the amount and terms thereof. (c) Upon the issuance of a Letter of Credit, each Bank shall be deemed to have purchased a pro rata participation in such Letter of Credit from the Issuing Bank in an amount equal to that Bank's Pro Rata Share. Without limiting the scope and nature of each Bank's participation in any Letter of Credit, to the extent that the Issuing Bank has not been reimbursed by Borrower for any payment required to be made by the Issuing Bank under any Letter of Credit, each Bank shall, pro rata according to its Pro Rata Share, reimburse the Issuing Bank promptly upon demand for the amount of such payment. The obligation of each Bank to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit together with interest as hereinafter provided. (d) Borrower agrees to pay to the Issuing Bank an amount equal to any payment made by the Issuing Bank with respect to each Letter of Credit within one (1) Banking Day after demand made by the Issuing Bank therefor (which demand the Issuing Bank shall make promptly and in any event shall make upon the request of the Requisite Banks), together with interest on such amount from the date of any payment made by the Issuing Bank at the rate applicable to Alternate Base Rate Loans for three Banking Days and thereafter at the Default Rate. The principal amount of any such payment shall be used to reimburse the Issuing Bank for the payment made by it under the Letter of Credit and, to the extent that the Banks have not reimbursed the Issuing Bank pursuant to Section 2.4(c), the interest amount of any such payment shall be for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Bank that has reimbursed the Issuing Bank pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the Issuing Bank under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of the Issuing Bank against Borrower for reimbursement of principal and interest under this Section 2.4(d) and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Bank reimbursed the Issuing Bank) with respect to such claim. The Issuing Bank shall promptly make available to the Administrative Agent, which will thereupon remit to the appropriate Banks, in immediately available funds, any amounts due to the Banks under this Section. (e) Borrower may, pursuant to a Request for Issuance Loan, request that Advances be made pursuant to Section 2.1(a) to provide funds for the payment required by Section 2.4(d) and, for this purpose, the conditions precedent set forth in Article 8 shall specify not apply. The proceeds of such Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit. (f) If Borrower fails to make the payment required by Section 2.4(d) within the time period therein set forth, in lieu of the reimbursement to the Issuing Bank under Section 2.4(c) the Issuing Bank may (but is not required to), without notice to or the consent of Borrower, cause Advances to be made by the Banks under the Commitment in an aggregate amount equal to the amount paid by the Issuing Bank with respect to that Letter of Credit and, for this purpose, the conditions precedent set forth in Article 8 shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Bank to reimburse it for the payment made by it under the Letter of Credit. (g) The issuance of any supplement, modification, amendment, renewal, or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit. (h) The obligation of Borrower to pay to the Issuing Bank the amount of any payment made by the Issuing Bank under any Letter of Credit shall be absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower's obligations shall not be affected by any of the following circumstances: (i) the date (which shall be a Business Day) any lack of issuance of such Letter of Credit validity or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date enforceability of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (ii) any amendment or waiver of or any consent to departure from the Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; (iii) the name and address existence of the beneficiary of such Letter of Credit or Green Letter of Creditany claim, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Creditsetoff, and if such Request for Issuance relates to an amendment defense, or other modification (rights which Borrower may have at any time against the Issuing Bank or any other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of CreditCreditor, it shall be accompanied by the consent of the any beneficiary of the Letter of Credit (or Green any persons or entities for whom any such beneficiary may be acting) or any other Person, whether in connection with the Letter of Credit, this Agreement, or any other agreement or instrument relating thereto, or any unrelated transactions; (iv) any demand, statement, or any other document presented under the Letter of Credit thereto. Each Request for Issuance shall proving to be irrevocable unless modified forged, fraudulent, invalid, or rescinded insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the Borrower Issuing Bank under the Letter of Credit against presentation of a draft or any accompanying document which does not less than one day prior to strictly comply with the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment terms of the applicable conditions precedent and Letter of Credit; (vi) the other requirements set forth hereinexistence, the applicable LC Issuing Bank shall issue (character, quality, quantity, condition, packing, value or extend, amend or otherwise modify) such delivery of any Property purported to be represented by documents presented in connection with any Letter of Credit or Green any difference between any such Property and the character, quality, quantity, condition, or value of such Property as described in such documents; (vii) the time, place, manner, order or con- tents of shipments or deliveries of Property as described in documents presented in connection with any Letter of Credit or the existence, nature and provide extent of any insurance relative thereto; (viii) the solvency or financial responsibility of any party issuing any documents in connection with a Letter of Credit; (ix) any failure or delay in notice and a copy thereof of shipments or arrival of any Property; (x) any error in the transmission of any message relating to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit not caused by the Issuing Bank, or Green any delay or interruption in any such message; (xi) any error, neglect or default of any correspondent of the Issuing Bank in connection with a Letter of Credit; (xii) any consequence arising from acts of God, war, insurrection, civil unrest, disturbances, labor disputes, emergency conditions or other causes beyond the control of the Issuing Bank; (xiii) so long as the Issuing Bank in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit (and no payment is made by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC the Issuing Bank without recourse a participation in such after the expiration date of the Letter of Credit or Green in amounts greater than the amount thereof), the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Bank in connection with a Letter of Credit equal Credit; (xiv) so long as the Issuing Bank in good faith determines that the contract or document appears to such Lender’s Percentage (which, in comply with the case terms of any Alternative Currency the Letter of Credit, shall be the Dollar Equivalent thereof) form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the aggregate amount available to be drawn under such Letter of Credit or Green Issuing Bank in connection with a Letter of Credit; and (xv) where the Issuing Bank has acted in good faith and observed general banking usage, any other circumstances whatsoever. Each Letter of Credit or Green Letter of Credit (i) The Issuing Bank shall utilize the Commitment of each Lender by an amount equal be entitled to the amount of such participation.pro- tection accorded to the Administrative Agent pursuant to Section 10.6, mutatis mutandis. 2.5

Letters of Credit. a. Subject to If requested by Borrower Representative, on its own behalf or on behalf of any other Borrower, in accordance with the satisfaction of the conditions precedent procedures set forth in Sections 3.01 and 3.02 on the Restatement Effective Datesubsection 4.1.5, each Existing Letter of Credit shall be deemed Administrative Agent agrees to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC cause Issuing Bank agrees to issue Letters of Credit from time to time for the account of Borrowers; provided that the Borrower (LC Amount shall not exceed the LC Sublimit at any time. No Letter of Credit may have an expiration date after the Revolving Credit Maturity Date or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less that is more than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) one year after the date (which shall be of issuance; provided that a Business Day) Letter of issuance Credit may provide for automatic extensions of its expiry date for one or more successive one-year periods so long as the Issuing Bank has the right to terminate such Letter of Credit or Green on each such annual expiration date and no renewal term may extend the term of any Letter of Credit (or to a date that is later than the date Revolving Credit Maturity Date. Notwithstanding anything to the contrary contained herein, Borrowers, Administrative Agent and Lenders hereby agree that all LC Obligations and all obligations of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which Borrowers relating thereto shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied satisfied by the consent prompt issuance of one or more Revolving Credit Loans that are Base Rate Revolving Credit Loans, which Borrowers hereby acknowledge are requested and Revolving Credit Lenders hereby agree to fund. In the beneficiary of the Letter of event that Revolving Credit or Green Letter of Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Revolving Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior Lender hereby agrees to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof pay to the Administrative Agent, which on demand, for the benefit of Issuing Bank, an amount equal to such LC Obligations multiplied by such Revolving Credit Lender’s Pro Rata Percentage, and until so paid, such amount shall promptly furnish notice thereof to be secured by the LendersCollateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Revolving Credit Loans. Upon each Immediately upon the issuance of a Letter of Credit or Green Letter of under this Agreement, each Revolving Credit by any LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a or warranty, an undivided interest and participation in such Letter of Credit or Green Letter of Credit therein equal to such LC Obligations multiplied by such Revolving Credit Lender’s Percentage (which, in the case Pro Rata Percentage. In connection with its administration of and enforcement of rights or remedies under any Alternative Currency Letter Letters of Credit, Administrative Agent and its Related Parties shall be the Dollar Equivalent thereof) entitled to act, and shall be fully protected in acting, upon any certification, notice or other communication in whatever form believed by any of the aggregate amount available them, in good faith, to be drawn under such Letter of Credit genuine and correct and to have been signed, sent or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender made by an amount equal to the amount of such participationa proper Person.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to On the terms and subject to the conditions hereof, each LC Issuing Bank the Lender has issued and hereby agrees that prior to the Facility F Maturity Date it will issue Letters standby letters of Credit from credit to obtain customs bonds respecting duties assessed on the Borrowers' drilling equipment or rigs in Indonesia in a total amount not to exceed at any time to time USD 15,000,000 or its counter value in Indonesian Rhupias, for the account of any Borrower in substantially the Borrower form attached as Exhibit H-3 hereto or in such other form as shall be acceptable to the Lender for a term of which shall not extend beyond December 31, 1996 and Lender agrees to consider, in its sole discretion without any obligation whatsoever, the issuance of such letters of credit up to a maximum aggregate of USD 1,000,000 (including any letters of credit with expiry dates after December 31, 1996 granted under Facility E) having expiry dates on or before June 30, 1997. Notwithstanding the foregoing, to extend the stated maturity thereof or to amend or otherwise modify extent that there are any Facility F Letters of Credit outstanding with expiration dates after the terms thereofFacility F Maturity Date (the "Existing Facility F Letters of Credit"), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to Facility F Maturity Date the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Borrowers shall: (i) pay in full all amounts outstanding under Facility F and (ii) either (x) return the date (which shall be a Business Day) of issuance of such Letter Existing Facility F Letters of Credit to the Lender, terminating all of Lender's obligations thereunder, or Green Letter (y) deposit as cash collateral in an interest bearing account with the Lender the full amount of Lender's obligations under the Existing Facility F Letters of Credit (or such deposit, which is a Security Deposit, and any interest earned thereon will be returned to the date Borrowers upon the repayment of effectiveness of such extension, amendment or other modification) all amounts due under this Agreement and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date termination of the Lender that isall Letters of Credit), or is an Affiliate of, such LC Issuing Bank), (iiz) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) provide a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such standby letter of credit is a Green Letter or bank guarantee in favor of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified Lender in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of each such participationFacility F Letter of Credit, having an expiration date no earlier than 30 days after the expiration date of such Facility F Letter of Credit and otherwise in form and substance, and issued by a bank or other financial institution, satisfactory to Lender in its sole discretion, to secure Borrowers' obligation to make a Facility F Guarantee Payment with respect to such Facility F Letter of Credit."; and

Letters of Credit. a. Subject Any Borrower may request any Issuing Bank to the satisfaction of the conditions precedent set forth issue, and such Issuing Bank may, if in Sections 3.01 and 3.02 its reasonable discretion it elects to do so, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth and in reliance upon the agreements of the other Lenders set forth in this Agreement, each LC Issuing Bank agrees to issue Letters standby letters of Credit credit (each, a “Letter of Credit”) denominated in Dollars for the account of any Borrower or its specified Subsidiaries from time to time for on any Business Day during the account of period from the Borrower (or Effective Date until 30 days before the latest Termination Date applicable to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), any Tranche A Lender in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the Letter of Credit Commitment of such Issuing Bank and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Tranche A Commitments of the Tranche A Lenders having a Termination Date no earlier than the expiration date (which shall be a Business Day) of issuance of such Letter of Credit or Green at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the Issuance thereof (or the date of effectiveness of such one year after its renewal or extension, amendment or other modification) and 10 Business Days before the stated expiry date thereof (which latest Termination Date applicable to any Tranche A Lender. Within the limits referred to above, the Borrowers may from time to time request the Issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be no later than five Business Days prior deemed to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such constitute a Letter of Credit or Green Letter of Creditissued hereunder, (iii) the name and address of the beneficiary each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or Green Letter replacement of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether any such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment on or other modification (other than an extension of after the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it date hereof shall be accompanied re-issued by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior an Issuing Bank pursuant to the proposed date terms of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Agreement.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in U.S. Dollars (such letters of credit, together with the Existing Letters of Credit from time to time Credit, the “Letters of Credit”), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Facility at such LC time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Fronting CommitmentLetter of Credit Commitment at such time, on not less than two Business Days’ prior notice thereof by delivery of a Request and (iii) for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a “Notice of Termination”) and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided, however, that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than the Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01 (b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

Letters of Credit. a. Subject SECTION 23.1. On or before the expiration of fifteen (15) days after the date on which Landlord acquire satisfactory title to Land in accordance with the satisfaction provisions of Article 25 hereof and evidence thereof is delivered to Tenant, Tenant shall deliver to Landlord an unconditional, irrevocable letter of credit from such banking institution as is reasonably acceptable to Landlord, in the conditions precedent set forth amount of One Hundred Thousand Dollars ($100,000), subject to increase as hereinafter provided, and in Sections 3.01 the form attached hereto as Exhibit I (which Letter of Credit and 3.02 on the Restatement Effective Date, each Existing any substitute therefor is hereinafter referred to as "Tenant's Letter of Credit"). Tenant's Letter of Credit shall be deemed to be a maintained in effect (or replaced by an identical Tenant's Letter of Credit) by Tenant for the entire period ending on the date (the "Tenant's Letter of Credit or Green Letter Expiration Date") which is thirty (30) days after the Outside Completion Date and may be issued for such period of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less that expires earlier than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Tenant's Letter of Credit or Green Expiration Date so long as each such Tenant's Letter of Credit is renewed or replaced by an identical Tenant's Letter of Credit at least fifteen (or the date of effectiveness of such extension, amendment or other modification15) and the stated expiry date thereof (which shall be no later than five Business Days days prior to the then-scheduled Termination Date of expiration date thereof. In the Lender event that is, or is an Affiliate of, any such LC Issuing Bank), (ii) the proposed stated amount of such Tenant's Letter of Credit is not so renewed or Green Letter of Credit, (iii) the name and address of the beneficiary of such replaced by an identical Tenant's Letter of Credit or Green Letter of Credit, at least fifteen (iv15) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day days prior to the proposed expiration date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) thereof, Landlord may draw on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Tenant's Letter of Credit. Each Letter The amount of Credit or Green Tenant's Letter of Credit shall utilize the Commitment of each Lender be increased or supplemented by an amount equal to additional Tenant's Letter of Credit in accordance with the amount following schedule provided that at the time of any such participation.increase or supplement Landlord shall not have defaulted in the performance of any of Landlord's obligations hereunder: Amount of Date Increase or Supplement ---- ----------------------- (a) Fifteen (15) days after $100,000 Landlord gives Tenant notice of the Groundbreaking of the Building

Letters of Credit. a. Subject to If the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Administrator determines on the Restatement Effective DateBusiness Day immediately preceding any Distribution Date during the Series 2018-1 Rapid Amortization Period that on such Distribution Date there will exist a Series 2018-1 Lease Principal Payment Deficit, each Existing Letter of Credit the Administrator shall be deemed instruct the Trustee in writing to be a Letter of Credit or Green Letter draw on the Series 2018-1 Letters of Credit, if any, as applicable, issued hereunderprovided below. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Upon receipt of a Request for Issuance to notice by the Administrative Agent (which shall promptly distribute copies thereof to Trustee from the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be Administrator in respect of a Business Day) of issuance of such Letter of Credit Series 2018-1 Lease Principal Payment Deficit on or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon 3:00 p.m. (New York City time) on the proposed date of issuance Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (or effectivenessNew York City time) specified on such Business Day draw an amount as set forth in such Request for Issuance, and upon fulfillment notice equal to the least of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modifyi) such Series 2018-1 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2018-1 Letter of Credit or Green Liquidity Amount on the Series 2018-1 Letters of Credit by presenting to each Series 2018-1 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and provide notice and a copy thereof shall cause the Lease Deficit Disbursements to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, deposited in the case of any Alternative Currency Letter of CreditSeries 2018-1 Distribution Account on such date; provided, however, that if the Series 2018-1 Cash Collateral Account has been established and funded, the Trustee shall be withdraw from the Dollar Equivalent thereof) of Series 2018-1 Cash Collateral Account and deposit in the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by Series 2018-1 Distribution Account an amount equal to the lesser of (x) the Series 2018-1 Cash Collateral Percentage for such date of the lesser of the Series 2018-1 Lease Principal Payment Deficit and the Principal Deficit Amount for such Distribution Date and (y) the Series 2018-1 Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such participationamount on the Series 2018-1 Letters of Credit. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, the Administrator shall only instruct the Trustee to draw on the Series 2018-1 Letters of Credit (or withdraw from the Series 2018-1 Cash Collateral Account, if applicable) pursuant to this Section 2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2018-1 Liquidity Amount on such date over (y) the Series 2018-1 Required Liquidity Amount on such date.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and ----------------- conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower from time to time on any Business Day during the period from the Initial Funding Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (A) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (B) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances ----- outstanding at such time. No Letter of Credit shall have an expiration date (excluding all rights of the Borrower or Green the beneficiary to require renewal) later than the earlier of (A) sixty (60) days before the fifth anniversary of the Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit 180 days after the date of issuance thereof. The foregoing notwithstanding any Standby Letter of Credit may, by its terms, be automatically renewable annually unless such Issuing Bank shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least thirty (30) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, automatic renewal) of its election not to renew such LC Issuing Bank), (ii) the proposed stated amount of such Standby Letter of Credit or Green Letter (a "Notice of Credit, (iii) Termination"); provided that the name and address terms of the beneficiary of such each Standby Letter of Credit or Green Letter that -------- is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit, (iv) a statement of drawing conditions applicable to such Standby Letter of Credit or Green Letter in any event to be extended to a date later than sixty (60) days before the Revolving Credit Termination Date. If a Notice of Credit and (v) whether such letter of credit Termination is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied given by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior Issuing Bank pursuant to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in immediately preceding sentence, such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Standby Letter of Credit shall utilize expire on the Commitment of each Lender by an amount equal to the amount of such participationdate on which it otherwise would have been automatically renewed.

Letters of Credit. a. Subject to the satisfaction The final maturity of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed fall on the thirtieth (30) day following the Maturity Date. The Borrowers shall cause the Letters of Credit to be remain in full force and effect, without interruption, from the Closing Date to a date that is not less than thirty (30) days after the Maturity Date. If, for any reason, any Letter of Credit has a shorter expiry date, the Borrowers shall cause that Letter of Credit to be reissued, renewed or Green extended for subsequent periods of at least a one-year duration by the issuing bank or another bank approved by Lender in its sole and absolute discretion. If the Borrowers request the Lender to extend the Maturity Date hereunder (or extend the maturity date of the Existing Loan, as specified in the Existing Loan Documents ), and the Lender agrees to do so in its sole discretion, the Borrowers shall similarly cause the Letters of Credit to be reissued, renewed or extended for subsequent periods, by the issuing bank or another bank, all as may be approved by Lender in its sole and absolute discretion. Borrowers’ failure to obtain the reissuance, renewal or extension of any Letter of Credit as provided above at least sixty (60) days prior to the maturity date of the applicable Letter of Credit shall entitle the Lender to fully draw the entire face amount of that Letter of Credit, as applicable, issued hereunder. Subject The Lender shall also be entitled to the terms and conditions hereof, draw upon each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit at any time (a) the Lender decides the funds are needed by Borrowers to pay any amounts due hereunder, under any other Loan Document or Green any Existing Loan Document or (b) an Event of Default has occurred. If ADAC ceases to be the sole account party with respect to any Letter of Credit then (or 1) Borrowers shall give notice thereof to Lender within ten (10) Business Days after the date of effectiveness of such extension, amendment or any other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior party becomes an account party with respect to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v2) whether such letter of credit is a Green Letter of Creditno later than thirty (30) days thereafter, and if such Request for Issuance relates Borrowers shall cause any other account party with respect to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to execute and deliver a Security Agreement and Subordination Agreement in substance equivalent to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, Security Agreement and upon fulfillment of the applicable conditions precedent Subordination Agreement executed and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit delivered by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationADAC.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 (a) Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue Letters letters of Credit from time to time credit (each, a “Letter of Credit”) denominated in Dollars or Euros for the account of the Borrower (or any of its Subsidiaries from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Effective Date until 30 days before the Termination Date in an aggregate stated amount Available Amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by exceed an amount equal to the amount Unused Commitments of the Lenders at such time; provided that (x) the aggregate Available Amount of all Letters of Credit issued by all Issuing Banks shall not exceed at any time the Letter of Credit Facility at such time and the aggregate Available Amount of all Letters of Credit issued by any Issuing Bank shall not exceed at any time such Issuing Bank’s Letter of Credit Commitment at such time and (y) no Issuing Bank shall be under any obligation to issue any letter of credit if the issuance of the letter of credit would violate one or more policies of such participationIssuing Bank applicable to letters of credit generally. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 10 Business Days before the Termination Date, provided that no Letter of Credit may expire after the Commitment Termination Date of any Non‑Consenting Lender if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders (including any replacement Lenders) for the period following such Commitment Termination Date would be less than the aggregate Available Amount of all Letters of Credit expiring after such Commitment Termination Date. Within the limits referred to above, the Borrower may from time to time request the issuance of Letters of Credit under this Section 2.04(a).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit from time to time Credit”), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Facility at such LC time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Fronting CommitmentLetter of Credit Commitment at such time, on not less than two Business Days’ prior notice thereof by delivery of a Request and (iii) for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a “Notice of Termination”) and (B) in the case of any Alternative Currency a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereof) of the aggregate amount available to be drawn under Issuing Bank that issued such Letter of Credit or Green to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit shall utilize Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.01(b).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 45 days before the Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 45 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of such extension, amendment or other modificationRenewal") given to the Issuing Bank and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article III unless the applicable LC Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "Notice of Termination") and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 45 days after the Dollar Equivalent date of issuance thereof) ; provided that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 45 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Any "Letters of Credit" (as defined in the Existing Credit Agreement) that are issued and outstanding on the date hereof shall be deemed to be Letters of Credit hereunder. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Working Capital Facility Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Working Capital Facility Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of such extension, amendment or other modificationRenewal") given to the Issuing Bank and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "Notice of Termination")) and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Working Capital Facility Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(c).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit Upon Borrowers' application from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary use of the Letter of Credit or Green Issuer's standard form Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior Application Agreement and subject to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, terms and upon fulfillment of the applicable conditions precedent provisions therein and the other requirements herein set forth hereinforth, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit Issuer agrees to issue standby letters of credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or Green on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Letter of Credit Issuer, and provide notice and a copy thereof to (ii) no letter of credit will be issued on behalf of or for the Administrative Agent, which shall promptly furnish notice thereof to account of Borrowers (y) if at the Lenders. Upon each time of issuance the sum of a the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or Green (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under the Revolver Commitment together with the face amount of the requested Letter of Credit by would exceed the Collateral Borrowing Base then in effect. If any LC Issuing Bankletter of credit is drawn upon at any time, each Lender amount drawn, whether a full or partial draw thereon, shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such reflected by the Agent as an advance on the Revolver Note effective as of the date of the Letter of Credit Issuer honoring the sight draft. If any letter of credit or Green Letter letters of Credit equal to such Lender’s Percentage (whichcredit remain outstanding on the Revolver Final Maturity Date, the Lenders, at their option, may make a Revolver Loan advance under the Revolver Commitment in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the aggregate face amount of such participationletter(s) of credit to purchase a certificate of deposit to be held by the Agent as additional security for the Indebtedness. In consideration of the Letter of Credit Issuer's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Letter of Credit Issuer letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Letter of Credit Issuer standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until thirty (or to extend 30) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding to exceed at any time the Issuing Banks' Letter of Credit Commitments at such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed (after giving effect to any immediate application of the proceeds thereof) the Unused Revolving Credit Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or Green the beneficiary to require renewal) later than the earlier of (A) thirty (30) days before the Revolving Credit Termination Date, (B) in the case of a Standby Letter of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 365 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be renewable annually upon notice (a "Notice of 46 39 Renewal") given to the applicable Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least five (5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article 3 unless such Issuing Bank shall issue have notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, in a "Notice of Termination"); provided that the case terms of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit. Each such Standby Letter of Credit in any event to be extended to a date later than thirty (30) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the applicable Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal, the applicable Issuing Bank may, in its discretion unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and, in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.1(e), repay any Letter of Credit Advances resulting from drawings under Letters of Credit pursuant to Section 2.3(c) and request the issuance of additional Letters of Credit under this Section 2.1(e).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue Letters standby and trade letters of Credit credit (each, a "Letter of Credit") denominated in Dollars or any Committed Currency for the account of any Borrower (or on behalf of Subsidiaries specified by any Borrower) from time to time for on any Business Day during the account of period from the Borrower (or to extend Effective Date until 30 days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, Available Amount (based in respect of any Letters of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on not less than two Business Days’ prior notice thereof by the date of delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Notice of Issuance) (i) for all Letters of Credit not to exceed at any time the date Letter of Credit Facility at such time, (which shall be a Business Dayii) for all Letters of issuance Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time and (iii) for each such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior not to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by exceed an amount equal to the amount Unused Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of one year after the issuance thereof (or one year after its renewal or extension) and ten Business Days before the Termination Date. Within the limits referred to above, the Borrowers may from time to time request the issuance of Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such participationa Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. (a) Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s 's Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount, on not less than two Business Days’ ' prior notice thereof by delivery of (x) a Request for Issuance to the Administrative Agent and (which shall promptly distribute copies thereof y) such LC Issuing Bank's standard form of Letter of Credit application for the requested Letter of Credit (including, for direct pay Letters of Credit, any reimbursement agreement or other standard form required by such LC Issuing Bank) to the Lenders) and letter of credit department of such LC Issuing Bank for the account of the Borrower. Each Letter of Credit shall be issued in a form acceptable to the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the identity of the applicable LC Issuing Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment modification or other modificationamendment) and the stated expiry date thereof (which shall be no later than five the earlier of (x) the date occurring one year after the date of issuance of such Letter of Credit and (y) the fifth Business Days prior to Day preceding the then-scheduled Termination Date of applicable to the Lender that is, or is an Affiliate of, such the LC Issuing BankBank issuing such Letter of Credit), (iiiii) the proposed stated amount of such Letter of Credit or Green Letter of Credit(which amount (A) shall not be less than $100,000 and (B) may be subject to any automatic increase and reinstatement provisions), (iiiiv) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, and (ivv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green thereto. If so requested by the Borrower, a Letter of Credit theretomay provide that it is automatically renewable for additional one-year periods if subject to an ability of the applicable LC Issuing Bank to not renew by giving notice of the same to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date issuance by the applicable LC Issuing Bank of issuance (the requested Letter of Credit or effectiveness) specified thereinprior to the effectiveness of the requested extension, modification or amendment to a Letter of Credit, as applicable. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon Upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable relevant LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice copies thereof to the LendersLenders that shall so request; provided that the LC Issuing Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has received notice from the Administrative Agent that the applicable conditions precedent have not been satisfied. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby without further action by any party hereto, to have irrevocably and unconditionally agrees, to purchase purchased from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s 's Commitment Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit. Upon each modification of a Letter of Credit by any LC Issuing Bank which modifies the aggregate amount available to be drawn under such Letter of Credit, such LC Issuing Bank and the Lenders shall be deemed, without further action by any party hereto, to have purchased or Green sold, as appropriate, participations in such Letter of Credit such that each Lender's participation in such Letter of Credit shall equal such Lender's Commitment Percentage of such modified aggregate amount available to be drawn under such Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation. Without limiting the foregoing, any LC Issuing Bank that issues a Bond Letter of Credit agrees that (i) all Bonds pledged to such LC Issuing Bank pursuant to any applicable Pledge Agreement or otherwise registered in the name of such LC Issuing Bank pursuant to the other Related Document will be held for the benefit of such LC Issuing Bank and the Lenders and (ii) to apply and/or remit all proceeds from the sale or remarketing of such Bonds in accordance with Section 2.17(f).

Letters of Credit. a. Subject Borrower may request Lender at any time and from time to time after the date hereof and prior to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Termination Date, each Existing to issue, and subject to the terms and conditions of this Agreement, Lender shall issue for the account of Borrower one or more Letters of Credit, provided that no Letter of Credit shall be deemed issued if after giving effect to such issuance, (i) the aggregate Letter of Credit Outstanding shall exceed $200,000.00, or (ii) such proposed Letter of Credit issuance would cause the aggregate unpaid principal amount of the Revolving Loan outstanding under this Agreement to exceed the lesser of the Commitment Amount or the Borrowing Base on the date of such issuance. No Letter of Credit shall expire later than the Termination Date. If any Letter of Credit should by its term expire after the Termination Date or if an Event of Default shall occur and not be cured by the applicable cure period, if any, Borrower will (i) cause all Letters of Credit to be returned to Lender undrawn and marked “canceled”, or (ii) if the Borrower is unable to do so, deposit cash in an account directed by Lender, sufficient to fully reimburse Lender for any future draw on the Letter of Credit. In connection with each Letter of Credit issued by the Lender, Borrower will execute and deliver to the Lender a letter of credit application (using the Lender’s form) and such other documents required by the Lender. Borrower shall pay the Lender an annual fee equal to one percent (1.00%) per annum of the amount of each standby Letter of Credit issued by the Lender, payable quarterly in arrears. Borrower shall pay the Lender its customary fees and charges in connection with the issuance and processing of each commercial Letter of Credit issued by the Lender. When Borrower desires the Lender to issue a Letter of Credit or Green Letter of Credithereunder, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower it shall give Lender at least five (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two 5) Business Days’ prior written notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lendersincluding telegraphic, telex, facsimile or cable communication) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) specifying the date on which the proposed Letter of Credit is to be issued (which shall be a Business Day) ), the stated amount of issuance the Letter of Credit so requested, the expiration date of such Letter of Credit or Green Credit, the name and address of the beneficiary thereof, and such other information requested by Lender in connection therewith. The obligations of the Borrower to reimburse the Lender for drawings made under any Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to unconditional and irrevocable and shall be paid strictly in accordance with the then-scheduled Termination Date terms of the Lender that isthis Agreement under all circumstances, including, without limitation (i) any lack of validity or is an Affiliate of, such LC Issuing Bank)enforceability of any Letter of Credit, (ii) the proposed stated amount existence of such Letter any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary of Credit or Green any Letter of Credit, (iii) the name and address of the beneficiary of such any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or Green insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (iv) payment by the Lender of any Letter of Credit against presentation of a demand, draft, or certificate or other document which does not comply with the terms of such Letter of Credit, (ivv) a statement any other circumstance or happening whatsoever, which is similar to any of drawing conditions applicable to such the foregoing, or (vi) the fact that any Event of Default shall have occurred and be continuing. Borrower further acknowledges and agrees that in the event any Letter of Credit or Green Letter is drawn upon, the funds disbursed by Lender in connection therewith shall be deemed to constitute a disbursement by Lender to Borrower under the Revolving Note as of Credit and (v) whether such letter the date of credit is a Green Letter of Creditsaid disbursement, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied constitute principal indebtedness evidenced by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for IssuanceRevolving Note, and upon fulfillment of shall bear interest at the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, rate provided in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationRevolving Note.”

Letters of Credit. a. Subject to On or before April 10, 2002, Tenant shall cause the satisfaction respective issuers of the conditions precedent set forth letters of credit identified on Schedule 2 to issue amendments to or one (1) or more replacements of such letters of credit in Sections 3.01 form and 3.02 on substance acceptable to Landlord in its sole and absolute discretion (as so amended, the Restatement Effective Date" Initial Letters of Credit" ). " Letter(s) of Credit" as used herein shall mean any letter of credit issued pursuant to this Agreement or the Lease, each Existing including the Initial Letters of Credit and any " Supplemental or Replacement Letter(s) of Credit" therefor, all of which, other than the Initial Letters of Credit but including any Supplement or Replacement Letter of Credit shall be deemed issued with respect to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Initial Letter of Credit, shall be in the Dollar Equivalent thereof) form of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of CreditExhibit A). Each Letter of Credit or Green issued hereunder shall constitute partial collateral for the Lease obligations. The aggregate amount of all issued and outstanding Letters of Credit shall at all times be equal to the amount required under the Lease, and each Letter of Credit shall utilize the Commitment of each Lender be issued by an amount equal Issuer complying with the provisions of Section 3 and shall be for a term of not less than twelve (12) months with automatic extensions for additional periods of one (1) year from any expiration date unless ninety (90) days prior to such date Issuer delivers written notice by express, registered or certified mail to Beneficiary that it elects not to renew the Letter of Credit. Tenant shall, at its expense, cause an Issuer to issue to Beneficiary one or more (a) " Replacement Letters of Credit" at least thirty (30) days prior to any such expiration date, and (b) " Supplemental Letters of Credit" within two (2) business days after all or any portion of any Letter of Credit is drawn against by Beneficiary or at such other times as may be required under Section 4 of the Lease, such that at all times during the term of this Agreement, Beneficiary shall have the ability to draw on Letters of Credit totaling the amount required under Section 4 of the Lease. If Issuer does not issue to Beneficiary such participationReplacement or Supplemental Letter of Credit within the respective periods set forth in this Section 1, it shall be an immediate default by Tenant under this Agreement and an immediate Event of Default under the Lease without any requirement of notice to Tenant or any right of Tenant to cure such default and Event of Default.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or Green the beneficiary to require renewal) later than (A) the earlier of sixty (60) days before the Revolving Credit Termination Date, (B) in the case of a Standby Letter of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least five (5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article 3 unless such Issuing Bank shall issue have notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, in a "Notice of Termination"); provided that the case terms of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit. Each such Standby Letter of Credit in any event to be extended to a date later than sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and, in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.1(e), repay any Letter of Credit Advances resulting from drawings under Letters of Credit pursuant to Section 2.3(c) and request the issuance of additional Letters of Credit under this Section 2.1(e).

Letters of Credit. a. Subject to If the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Administrator determines on the Restatement Effective DateBusiness Day immediately preceding any Distribution Date during the Series 2019-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2019-2 Lease Principal Payment Deficit, each Existing Letter of Credit the Administrator shall be deemed instruct the Trustee in writing to be a Letter of Credit or Green Letter draw on the Series 2019-2 Letters of Credit, if any, as applicable, issued hereunderprovided below. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Upon receipt of a Request for Issuance to notice by the Administrative Agent (which shall promptly distribute copies thereof to Trustee from the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be Administrator in respect of a Business Day) of issuance of such Letter of Credit Series 2019-2 Lease Principal Payment Deficit on or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon 3:00 p.m. (New York City time) on the proposed date of issuance Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (or effectivenessNew York City time) specified on such Business Day draw an amount as set forth in such Request for Issuance, and upon fulfillment notice equal to the least of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modifyi) such Series 2019-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2019-2 Letter of Credit or Green Liquidity Amount on the Series 2019-2 Letters of Credit by presenting to each Series 2019-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and provide notice and a copy thereof shall cause the Lease Deficit Disbursements to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, deposited in the case of any Alternative Currency Letter of CreditSeries 2019-2 Distribution Account on such date; provided, however, that if the Series 2019-2 Cash Collateral Account has been established and funded, the Trustee shall be withdraw from the Dollar Equivalent thereof) of Series 2019-2 Cash Collateral Account and deposit in the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by Series 2019-2 Distribution Account an amount equal to the lesser of (x) the Series 2019-2 Cash Collateral Percentage for such date of the lesser of the Series 2019-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Distribution Date and (y) the Series 2019-2 Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such participationamount on the Series 2019-2 Letters of Credit. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, the Administrator shall only instruct the Trustee to draw on the Series 2019-2 Letters of Credit (or withdraw from the Series 2019-2 Cash Collateral Account, if applicable) pursuant to this Section 2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2019-2 Liquidity Amount on such date over (y) the Series 2019-2 Required Liquidity Amount on such date.

Letters of Credit. a. Subject (a) . With respect to any obligations of Sellers or their Affiliates (other than the Transferred Companies) under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Sellers relating to the satisfaction business of the conditions precedent set forth Transferred Companies (“Affiliate Obligations”) listed on Schedule 5.12, Buyers shall use reasonable best efforts to have Sellers and their Affiliates irrevocably and unconditionally released and discharged as guarantors, obligors or parties having any other obligation in Sections 3.01 and 3.02 on the Restatement Effective Daterespect of such Affiliate Obligation prior to or at Closing, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject through arrangements reasonably satisfactory to the terms Sellers and conditions hereofnone of Sellers or their Affiliates will have any further obligation or liability in connection therewith. With respect to any Affiliate Obligations other than those listed on Schedule 5.12, each LC Issuing Bank agrees to issue Letters Sellers shall, and Sellers shall cause their Affiliates to, keep in place all such Affiliate Obligations until the earlier of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit earliest possible expiration by its terms or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) such time as such Affiliate Obligation is terminated pursuant to mutually acceptable arrangements between Buyers and Sellers. In the proposed stated amount event Sellers and their Affiliates are not released and discharged prior to or at Closing from any Affiliate Obligations in accordance with this Section 5.12 (whether or not listed on Schedule 5.12), Buyers shall use reasonable best efforts to have Sellers and their Affiliates released and discharged as promptly as practicable after the Closing and the Transferred Companies and Buyers shall indemnify and hold harmless Sellers and their Affiliates for all payments Sellers or their Affiliates make after the Closing Date under any Affiliate Obligation. With respect to any obligations of any Transferred Company under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by any Transferred Company relating to any business of Sellers or their Affiliates other than the business of the Transferred Companies, Sellers shall cause each Transferred Company to be fully released, in each case, effective as of the Closing, with respect to all obligations of such Letter Transferred Company and any of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of its Subsidiaries under any such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationguaranties.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and ----------------- conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters standby letters of Credit from time to time credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Termination Date (i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on 's Letter of Credit Commitment at such time and (ii) in an Available Amount for each such Letter of Credit not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to exceed an amount equal to the Administrative Agent Unused Revolving Credit Commitments of the Revolving Lenders at such time. No Letter of Credit shall have an expiration date (which shall promptly distribute copies thereof including all rights of the Borrower or the beneficiary to the Lendersrequire renewal) and the applicable LC Issuing Bank. Each Request for Issuance shall specify later than (i) the earlier of sixty (60) days before the Revolving Termination Date, and (ii) 365 days after the date (which shall be a Business Day) of issuance thereof. The foregoing notwithstanding, any Letter of Credit may, by its terms, be renewable annually upon notice (a "Notice ------ of Renewal") given to the Issuing Bank and the Administrative Agent on or prior ---------- to any date for notice of renewal set forth in such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least five (5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue have notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green Letter (but in any event at least thirty (30) Business Days prior to the date of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereofautomatic renewal) of the aggregate amount available to be drawn under its election notto renew such Letter of Credit or Green Letter (a "Notice of Credit. Each Termination"); --------------------- provided that the terms of each Letter of Credit that is automatically renewable -------- annually shall not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than sixty (60) days before the Revolving Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of ------- -------- a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and, in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this subsection 2.01(b), repay any Letter of Credit Advances resulting from drawings under Letters of Credit pursuant to Section 2.03 and request the issuance of additional Letters of Credit under this subsection 2.01(b).

Letters of Credit. a. Subject Upon Borrowers’ application from time to the satisfaction time by use of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Bank’s standard form Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each LC Issuing the Bank agrees to issue Letters standby letters of Credit from time to time credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) time of issuance the sum of such the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or Green (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under the Revolver Commitment together with the face amount of the requested Letter of Credit (or would exceed the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such Collateral Borrowing Base then in effect. If any letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City drawn upon at any time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemedamount drawn, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse whether a participation in such Letter of Credit full or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Creditpartial draw thereon, shall be reflected by the Dollar Equivalent thereof) Bank as an advance on the Revolver Note effective as of the aggregate amount available to be drawn date of the Bank’s honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Revolver Commitment of each Lender by in an amount equal to the aggregate face amount of such participation.letter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank’s agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Bank’s standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit. 2.6

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. (a) Subject to the terms and conditions hereofset forth herein, each LC (i) the Issuing Bank agrees Lender agrees, in reliance upon the agreements of Lenders set forth in this Section 2.4, to (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or its Subsidiaries, and to amend or otherwise modify the terms thereof)extend Letters of Credit previously issued by it, in an accordance with this Section, and (2) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any Letter of Credit Extension with respect to any Letter of Credit (x) the Outstanding Amount of all Letter of Credit Usage and all Loans shall not exceed the Aggregate Commitments, (y) the aggregate stated amount Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Letter of Credit Usage, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceeding exceed such LC Issuing BankLender’s Fronting Commitment, on and (z) the Outstanding Amount of the Letter of Credit Usage shall not less than two Business Days’ prior notice thereof by delivery exceed the Letter of Credit Sublimit. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. The term of a Request for Issuance to Letter of Credit shall not exceed the Administrative Agent Letter of Credit Expiration Date unless (which shall promptly distribute copies thereof to A) the Lenders) Lenders and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) Lender have approved the expiry date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extensionCredit, amendment or other modification) and the stated which expiry date thereof (which shall be no later than five Business Days prior to 180 days after the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of CreditExpiration Date, and (iiiB) the name and address Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the beneficiary of such Letter of Credit or Green Letter of Credit, Issuing Lender (ivin its sole discretion) a statement of drawing conditions applicable with Borrower with respect to such Letter of Credit or Green (it being understood that the obligation of a Lender to participate in any Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates Usage with respect to an amendment or other modification (other than an extension of the stated maturity thereof) of a any Letter of Credit or Green Letter of Credit, it so issued shall be accompanied by the consent of the beneficiary of not extend beyond the Letter of Credit or Green Expiration Date absent the express written consent of such Lender to the contrary). Each commercial Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be will require drafts drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationat sight.

Letters of Credit. a. Subject to Each Issuing Bank agrees, on the satisfaction of the terms and conditions precedent set forth in Sections 3.01 any Letter of Credit Agreement and 3.02 hereinafter set forth, in reliance upon the agreements of the other Lenders set forth in this Agreement, to issue stand-by letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of any Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the Restatement Effective Datedate of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such time. No Issuing Bank shall be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, each Existing or cause such Issuing Bank to exceed any limits imposed by, any applicable law. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than 10 Business Days before the earliest Termination Date for which the aggregate Commitments of the Lenders (after giving effect to any extensions of the Termination Date pursuant to Section 2.20) are not equal to or greater than the aggregate Available Amount of all Letters of Credit. Within the limits referred to above, any Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.04, be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC an Issuing Bank agrees to issue Letters for each such letter of Credit from time to time for the account credit, provided than any renewal or replacement of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether any such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied issued by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior an Issuing Bank pursuant to the proposed date terms of issuance (or effectiveness) specified thereinthis Agreement. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for IssuanceThe terms “issue”, “issued”, “issuance” and upon fulfillment of the applicable conditions precedent and the other requirements set forth hereinall similar terms, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and when applied to a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent include any renewal, extension or amendment thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue standby letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 45 days before the Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available Amount for all Letters of Credit issued by the Issuing Bank not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment's Letter of Credit Commitment at such time and (ii) in an Available Amount for each such Letter of Credit not to exceed the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Tranche A Revolving Credit Commitments of the Tranche A Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 45 days before the Termination Date and one year after the date of issuance thereof, on not less than two Business Days’ prior but may by its terms be renewable annually upon notice thereof by delivery (a "Notice of a Request for Issuance Renewal") given to the Issuing Banks and the Administrative Agent (which shall promptly distribute copies thereof on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the Lenders) and date of the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance proposed renewal of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article III unless the applicable LC Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit equal (a "Notice of Termination"); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank to give the beneficiary named in such Lender’s Percentage (which, in the case Letter of Credit notice of any Alternative Currency Letter Notice of CreditTermination, shall be the Dollar Equivalent thereof(y) permit such beneficiary, upon receipt of the aggregate amount available such notice, to be drawn draw under such Letter of Credit or Green Letter of Credit. Each prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 45 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes of this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(c).

Letters of Credit. a. (a) (i) Subject to and upon the satisfaction of the terms and conditions precedent set forth in Sections 3.01 and 3.02 on herein, the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be Borrower may request a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms Issuer at any time and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time on or after the Restatement Effective Date and prior to the thirtieth day prior to the Maturity Date to issue (x) for the account of the Borrower and for the benefit of any holder (or to extend any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of the stated maturity thereof Borrower or to amend or otherwise modify the terms thereof)any of its Subsidiaries, an irrevocable sight standby letter of credit, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof a form customarily used by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit Issuer or Green Letter of Credit (or the date of effectiveness of in such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of form as has been approved by such Letter of Credit Issuer (each such standby letter of credit, a "Standby Letter of Credit") in support of such L/C Supportable Obligations and (y) for the account of the Borrower and for the benefit of sellers of goods or Green materials to the Borrower or any of its Subsidiaries, an irrevocable sight commercial letter of credit in a form customarily used by such Letter of Credit Issuer or in such other form as has been approved by such Letter of Credit Issuer (each such commercial letter of credit, a "Trade Letter of Credit", and each such Trade Letter of Credit and each Standby Letter of Credit, (iiia "Letter of Credit") the name and address in support of commercial transactions of the beneficiary of Borrower and its Subsidiaries, and (ii) subject to and upon the terms and conditions set forth herein such Letter of Credit or Green Letter Issuer agrees to issue from time to time, irrevocable Letters of Credit, (iv) a statement of drawing conditions applicable to Credit in such form as may be approved by such Letter of Credit or Green Letter Issuer and the Administrative Agent. Annex III contains a description of all Letters of Credit and (vas defined in the Existing Credit Agreement) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of issued by a Letter of Credit or Green Issuer pursuant to Section 2 of the Existing Credit Agreement which remain outstanding on the Restatement Effective Date. Each such letter of credit, including any extension thereof (each an "Existing Letter of Credit, it ") shall constitute a "Letter of Credit" for all purposes of this Agreement and shall be accompanied by deemed issued for purposes of Sections 2.04(a) and 3.01(b) and (c) on the consent of Restatement Effective Date. Notwithstanding the beneficiary of the foregoing, no Letter of Credit or Green Issuer shall be under any obligation to issue any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by if at the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount time of such participation.issuance:

Letters of Credit. a. Subject Each Issuing Bank agrees, on the terms and conditions hereinafter set forth and in reliance upon the Lenders' obligation to participate pursuant to Section 2.04(b), to issue letters of credit (each, a "Letter of Credit") denominated in Dollars or any Committed Currency for the account of any Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (based in respect of any Letter of Credit to be denominated in a Committed Currency by reference to the satisfaction Equivalent thereof in Dollars determined on the date of delivery of the conditions precedent set forth in Sections 3.01 applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and 3.02 on (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Restatement Effective Date, each Existing Unused Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrowers or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). No Issuing Bank shall be deemed under any obligation to be a issue any Letter of Credit if any order, judgment or Green decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, as applicable, issued hereunder. Subject or any law applicable to the terms and conditions hereof, each LC such Issuing Bank agrees to issue Letters or any request or directive (whether or not having the force of Credit law) from time to time for any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of letters of credit generally or such Letter of Credit in particular or Green Letter of Credit (or the date of effectiveness of shall impose upon such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable Bank with respect to such Letter of Credit any restriction, reserve or Green Letter of Credit and capital requirement (vfor which such Issuing Bank is not or does not have the right to be otherwise compensated hereunder) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of not in effect on the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (this Agreement, or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in shall impose upon such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (any unreimbursed loss, cost or extend, amend or otherwise modify) expense which was not applicable on such Letter of Credit or Green Letter of Credit date and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal good xxxxx xxxxx material to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationit.

Letters of Credit. a. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth and in reliance upon the Lenders’ obligation to participate pursuant to Section 2.04(b), to issue letters of credit (each, a “Letter of Credit”) denominated in Dollars or any Committed Currency for the account of any Borrower from time to time on any Business Day during the period from the Effective Date until ten Business Days before the Termination Date in an aggregate Available Amount (based in respect of any Letter of Credit to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Issuance) (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such time. Subject to the satisfaction Section 2.04(f), no Letter of Credit shall have an expiration date (including all rights of the conditions precedent set forth Borrowers or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). No Issuing Bank shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any governmental authority or arbitrator 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 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 Sections 3.01 and 3.02 particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve, liquidity or capital requirement (for which such Issuing Bank is not or does not have the right to be otherwise compensated hereunder) not in effect on the Restatement date of this Agreement, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on such date and which such Issuing Bank in good xxxxx xxxxx material to it. Each letter of credit listed on Schedule 2.01(b) (the “Existing Letters of Credit”) shall be deemed to constitute a Letter of Credit issued hereunder and, on and after the Effective Date, shall be subject to all of the terms and conditions hereof, including, but not limited to, the fees payable pursuant to Section 2.05(b). Each Lender that is an issuer of an Existing Letter of Credit shall, for purposes of Section 2.04, be deemed to be an Issuing Bank for each such Existing Letter of Credit, provided that any renewal or replacement of any Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject by an Issuing Bank pursuant to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Agreement.

Letters of Credit. a. Subject to As a subfacility under the satisfaction of Revolving Facility, during the conditions precedent set forth in Sections 3.01 and 3.02 on Availability Period, the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit may from time to time to issue or cause an affiliate to issue standby letters of credit for the account of the Borrower (or to extend each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated drawn and undrawn amount of all outstanding Letters of Credit shall not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery at any time exceed $5,000,000. The form and substance of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such each Letter of Credit or Green shall be subject to approval by the Bank, in its sole discretion. Each Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be issued for a term, as designated by the Borrower, not to exceed 365 days; provided, however, no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter shall have an expiration date more than 365 days beyond the Revolving Facility Expiration Date. Letters of CreditCredit may include a provision providing that their expiry date will automatically be extended each year for an additional one year period unless the Bank delivers written notice to the contrary; provided, (iii) the name and address of the beneficiary of such however, that each Letter of Credit or Green Letter must include a final expiry date which will not be subject to automatic extension. The undrawn amount of Credit, (iv) a statement all Letters of drawing conditions applicable to Credit shall be reserved under the Revolving Facility and such amount shall not be available for borrowings. Each Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by subject to the consent of the beneficiary additional terms and conditions of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded agreements, applications and any related documents required by the Borrower not less than one day prior to Bank in connection with the proposed date issuance of issuance (or effectiveness) specified thereinLetters of Credit. Not later than 12:00 noon (New York City time) on At the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment option of the applicable conditions precedent and the other requirements set forth hereinBank, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of any drawing paid under a Letter of Credit or Green Letter may be deemed an advance under the Revolving Facility and shall be repaid by the Borrower in accordance with the terms and conditions of Credit this Agreement applicable to such advances; provided however, that if advances under the Revolving Facility are not available, for any reason, at the time any drawing is paid, then the Borrower shall immediately pay to the Bank the full amount drawn, together with interest from the date such drawing is paid to the date such amount is fully repaid by any LC Issuing the Borrower, at the rate of interest applicable to advances under the Revolving Facility. In such event the Borrower agrees that the Bank, each Lender shall be deemedin its sole discretion, may debit any account maintained by the Borrower with the Bank for the amount of any such drawing. The Borrower agrees to deposit cash collateral in an account with the Bank, pursuant to documentation in form and hereby irrevocably and unconditionally agrees, substance satisfactory to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (whichthe Bank, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the aggregate outstanding undrawn face amount of all Letters of Credit which remain outstanding on the Revolving Facility Expiration Date. The Borrower grants a security interest in such participationcash collateral account to the Bank. Amounts held in such cash collateral account shall be applied by the Bank to the payment of drafts drawn under such letters of credit and to the obligations and liabilities of the Borrower to the Bank, in such order of application as the Bank may in its sole discretion elect.

Letters of Credit. a. Subject to If requested by Borrower Representative, on its own behalf or on behalf of any other Borrower, in accordance with the satisfaction of the conditions precedent procedures set forth in Sections 3.01 and 3.02 on the Restatement Effective Datesubsection 4.1.5, each Existing Letter of Credit shall be deemed Administrative Agent agrees to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC cause Issuing Bank agrees to issue Letters of Credit from time to time for the account of Borrowers; provided that the Borrower (LC Amount shall not exceed the LC Sublimit at any time. No Letter of Credit may have an expiration date after the Revolving Credit Maturity Date or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less that is more than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) one year after the date (which shall be of issuance; provided that a Business Day) Letter of issuance Credit may provide for automatic extensions of its expiry date for one or more successive one-year periods so long as the Issuing Bank has the right to terminate such Letter of Credit or Green on each such annual expiration date and no renewal term may extend the term of any Letter of Credit (or to a date that is later than the date Revolving Credit Maturity Date. Notwithstanding anything to the contrary contained herein, Borrowers, Administrative Agent and Lenders hereby agree that all LC Obligations and all obligations of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which Borrowers relating thereto shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied satisfied by the consent prompt issuance of one or more Revolving Credit Loans that are Base Rate Revolving Credit Loans, which Borrowers hereby acknowledge are requested and Revolving Credit Lenders hereby agree to fund. In the beneficiary of the Letter of event that Revolving Credit or Green Letter of Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Revolving Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior Lender hereby agrees to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof pay to the Administrative Agent, which promptly following demand, for the benefit of Issuing Bank, an amount equal to such LC Obligations multiplied by such Revolving Credit Lender’s Pro Rata Percentage, and until so paid, such amount shall promptly furnish notice thereof to be secured by the LendersCollateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Revolving Credit Loans. Upon each Immediately upon the issuance of a Letter of Credit or Green Letter of under this Agreement, each Revolving Credit by any LC Lender shall be deemed to have irrevocably and unconditionally purchased and received from Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a or warranty, an undivided interest and participation in such Letter of Credit or Green Letter of Credit therein equal to such LC Obligations multiplied by such Revolving Credit Lender’s Percentage (which, in the case Pro Rata Percentage. In connection with its administration of and enforcement of rights or remedies under any Alternative Currency Letter Letters of Credit, Administrative Agent and its Related Parties shall be the Dollar Equivalent thereof) entitled to act, and shall be fully protected in acting, upon any certification, notice or other communication in whatever form believed by any of the aggregate amount available them, in good faith, to be drawn under such Letter of Credit genuine and correct and to have been signed, sent or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender made by an amount equal to the amount of such participationa proper Person.

Letters of Credit. a. Subject Each Issuing Bank agrees, on the terms and conditions hereinafter set forth and in reliance upon the Lenders' obligation to participate pursuant to Section 2.04(b), to issue letters of credit (each, a "Letter of Credit") denominated in Dollars for the account of any Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the Termination Date in an aggregate Available Amount (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the satisfaction Unused Commitments of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrowers or the beneficiary to require renewal) later than 10 Business Days before the Termination Date. Within the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). No Issuing Bank shall be deemed under any obligation to be a issue any Letter of Credit if any order, judgment or Green decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, as applicable, issued hereunder. Subject or any law applicable to the terms and conditions hereof, each LC such Issuing Bank agrees to issue Letters or any request or directive (whether or not having the force of Credit law) from time to time for any governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of letters of credit generally or such Letter of Credit in particular or Green Letter of Credit (or the date of effectiveness of shall impose upon such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable Bank with respect to such Letter of Credit any restriction, reserve or Green Letter of Credit and capital requirement (vfor which such Issuing Bank is not or does not have the right to be otherwise compensated hereunder) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of not in effect on the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (this Agreement, or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in shall impose upon such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (any unreimbursed loss, cost or extend, amend or otherwise modify) expense which was not applicable on such Letter of Credit or Green Letter of Credit date and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal good xxxxx xxxxx material to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the least of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of effectiveness issuance thereof, but may by its terms be automatically renewable annually unless the Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or after the 60th Business Day prior to the first anniversary (or any subsequent anniversary) of such extension, amendment or other modification) and the stated expiry date of issuance thereof (which shall be no later than five but in any event at least 30 Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, automatic renewal of its election not to renew such LC Issuing Bank), (ii) the proposed stated amount of such Standby Letter of Credit or Green (a "Notice of Termination") and (B) in the case of a Trade Letter of Credit, (iii) 60 days after the name and address date of issuance thereof; provided, however, that the beneficiary terms of such each Standby Letter of Credit or Green Letter of Credit, that is automatically renewable annually shall (ivx) a statement of drawing conditions applicable require the Issuing Bank to give the beneficiary named in such Standby Letter of Credit or Green notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit and (v) whether prior to the date such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Standby Letter of Credit or Green otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed. All "Letters of Credit, it " under the Existing Credit Agreement that are outstanding on the date hereof shall be accompanied by the consent deemed, for all purposes of the beneficiary Loan Documents and the "Loan Documents" under the Term Credit Agreement, to be Letters of Credit hereunder. Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by Advances resulting from drawings thereunder pursuant to Section 2.03(b) and request the Borrower not less than one day prior to the proposed date issuance of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter additional Letters of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(b).

Letters of Credit. a. Subject As soon as practicable after the Closing Date, Buyer agrees to use commercially reasonable efforts to cause the counterparty to any Assumed Contract which is supported by an outstanding Relevant LC to release and terminate the Relevant LC. If it elects to do so, Buyer may replace such Relevant LC or instead obtain a back-to-back letter of credit acceptable to the satisfaction current issuing bank naming the current issuing bank as beneficiary with respect to such Relevant LC (a “Back-to-Back Letter of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Credit”). If no Back-to-Back Letter of Credit has been issued with respect to an outstanding Relevant LC and amounts are drawn under such outstanding Relevant LC after the Closing Date, Buyer shall be deemed to be a Letter reimburse the issuer of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject such Relevant LC for any such amounts pursuant to the terms and conditions hereofof such Relevant LC, each LC Issuing Bank agrees solely to issue Letters of Credit from time the extent that Seller would be obligated to time for reimburse or pay such amounts pursuant to the account terms of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such Relevant LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) documents and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which Buyer shall be a Business Day) of issuance subrogated to all rights of such Letter issuer and Seller in respect of Credit any such amounts provided Buyer shall have no right of reimbursement or Green Letter other recourse that the issuer has against any letter of Credit (or the date of effectiveness credit lender in respect of such extensionamounts. Notwithstanding the foregoing, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days if amounts are drawn under a Relevant LC prior to the then-scheduled Termination Closing Date of the Lender that is, or and Buyer is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount refunded any amounts in respect of such Letter drawing, Buyer agrees to promptly turn over such amounts to Seller and such amounts shall not be applied to satisfy obligations of Credit or Green Letter of Credit, (iii) Buyer under the name and address of Assumed Contract arising after the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationClosing Date.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Dateterms and conditions hereinafter set forth, each to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit and to continue any Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter (set forth on Schedule III hereto) (collectively, the “Letters of Credit”), as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Facility at such LC time, (ii) for all Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Fronting CommitmentLetter of Credit Commitment at such time, on not less than two Business Days’ prior notice thereof by delivery of a Request and (iii) for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be automatically renewable or renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a “Notice of Termination”) and (B) in the case of any Alternative Currency a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereof) of the aggregate amount available to be drawn under Issuing Bank that issued such Letter of Credit or Green to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit shall utilize Advances resulting from drawings thereunder pursuant to Section 2.04(c) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.01(b).

Letters of Credit. a. Subject to The Borrower, the satisfaction Issuing Bank and each of the conditions precedent set forth in Sections 3.01 Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and 3.02 on after the Restatement Effective Date, each Existing Letter of Credit shall continue as and be deemed for all purposes of this Agreement to be a Letter of Credit or Green Letter issued and outstanding under the terms of Creditthis Agreement. The Issuing Bank agrees, as applicable, issued hereunder. Subject to on the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of Credit from time to time credit (the "LETTERS OF CREDIT") for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit not to exceed at any time the date lesser of (which shall be a Business Dayx) the Letter of issuance Credit Facility at such time and (y) the Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit or Green not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 20 days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of effectiveness of such extensionissuance thereof, amendment or other modificationbut may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article III unless the applicable LC Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 10 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 20 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even 41 41 in the absence of receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereofIssuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") of the aggregate amount available to be drawn under terminating such Letter of Credit or Green and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(e), repay any Letter of Credit shall utilize Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.01(e).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date1. Lender agrees, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue incur Letter of Credit Obligations in respect of the issuance of Letters of Credit from time issued on terms acceptable to time for Lender and supporting obligations of Borrower incurred in the account ordinary course of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof)Borrower’s business, in an aggregate stated amount not exceeding such LC Issuing Bankorder to support the payment of Borrower’s Fronting Commitmentinventory purchase obligations, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit insurance premiums, or Green Letter of Credit (or the date of effectiveness of such extension, amendment utility or other modification) operating expenses and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that isobligations, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (whichand, in the case of any Alternative Currency letters of guarantee, for such purposes as Lender may agree in its sole discretion, as Borrower shall request by written notice to Lender that is received by Lender not less than five (5) Business Days prior to the requested date of issuance of any such Letter of Credit; provided, shall be the Dollar Equivalent thereofthat: (a) of the aggregate amount available of all Letter of Credit Obligations (other than EDC Guaranteed Letter of Credit Obligations) at any one time outstanding (whether or not then due and payable) shall not exceed the Letter of Credit Sublimit; (b) the aggregate amount of all EDC Guaranteed Letter of Credit Obligations at any one time outstanding (whether or not then due and payable) shall not exceed the EDC Guaranteed Letter of Credit Limit; (c) no Letter of Credit shall have an expiry date which is later than the Stated Expiry Date or one year following the date of issuance thereof and no Letter of Credit issued in connection with the EDC Guaranteed Letter of Credit Loan shall have an expiry date which is later than the EDC Guarantee Expiry Date or one year following the date of issuance thereof; (d) all letters of guarantee shall be and shall be continued in the sole discretion of Lender; and (e) Lender shall be under no obligation to be drawn under incur any Letter of Credit Obligation if after giving effect to the incurrence of such Letter of Credit or Green Obligation, the Net Borrowing Availability would be less than zero. Borrower will enter into an application and agreement for each such Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC to issue letters of credit containing terms and conditions requested by the Borrower and reasonably acceptable to the Issuing Bank agrees to issue (the "Letters of Credit from time to time Credit") for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Working Capital Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit or Green not to exceed the lesser of (1) the Letter of Credit Facility at such time and (2) the Unused Working Capital Commitments of the Working Capital Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of ten days before the Working Capital Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of such extension, amendment or other modificationRenewal") given to the Issuing Bank and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article III unless the applicable LC Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "Notice of Termination") and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than ten days before the Working Capital Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit (the "LETTERS OF CREDIT") for the account of the U.S. Borrower from time to time on any Business Day during the period from the date hereof until five Business Days before the Termination Date (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), i) in an aggregate stated amount Available LC Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available LC Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the U.S. Borrower or Green the beneficiary to require renewal) later than the earlier of five Business Days before the Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth hereinin Article III, the applicable LC unless such Issuing Bank shall issue has notified the U.S. Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green (but in any event at least 30 Business Days prior to the date of automatic renewal) of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be the Dollar Equivalent thereof) later of 180 days after the aggregate amount available to be drawn under such date of issuance thereof or five Business Days before the Termination Date; PROVIDED that the terms of each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the U.S. Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; PROVIDED, HOWEVER, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the U.S. Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the U.S. Borrower may request the issuance of Letters of Credit under this Section 2.01(e), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(e).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit (each, a "Letter of Credit") in Dollars or Euros for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Effective Date until 30 days before the Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to Available Amount (converting all Euros into the Administrative Agent (which shall promptly distribute copies thereof to the Lendersthen Dollar Equivalent thereof) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal to the Unused Commitments of the Lenders at such time. Each Letter of Credit shall be in for an amount of US$5,000,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal, but not including any Letter of Credit issued in favor of an Italian tax authority, which may have an expiration date not later than five years after the issuance thereof) later than (x) the date (which shall be a Business Day) that is one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit equal (a "Notice of Termination") and (y) 10 Business Days prior to the Termination Date; provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Lender’s Percentage (which, Letter of Credit to give the beneficiary named in the case such Letter of Credit notice of any Alternative Currency Letter Notice of CreditTermination, shall be the Dollar Equivalent thereof(y) permit such beneficiary, upon receipt of the aggregate amount available such notice, to be drawn draw under such Letter of Credit or Green prior to the date such Letter of CreditCredit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 10 Business Days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "Default Termination Notice") terminating such Letter of Credit and giving such beneficiary 15 Business Days to draw such Letter of Credit. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to be an Issuing Bank for each such Letter of Credit, provided that any renewal or Green replacement of any such Letter of Credit shall utilize the Commitment of each Lender be issued by an amount equal Issuing Bank pursuant to the amount terms of such participationthis Agreement.

Letters of Credit. a. Subject On or before April 10, 2002, Tenant shall cause U.S. Bank National Association to issue a letter of credit in the satisfaction amount of $2,214,925.82 in form and substance acceptable to Landlord in its sole and absolute discretion (the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green “Initial Letter of Credit, as applicable, issued hereunder”). Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day“Letter(s) of issuance Credit” as used herein shall mean any letter of such Letter of Credit or Green Letter of Credit (credit issued pursuant to this Agreement or the date of effectiveness of such extensionLease, amendment or other modification) and including the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Initial Letter of Credit and (vany “Supplemental or Replacement Letter(s) whether such letter of credit is a Green Letter of Credit” therefor, and if such Request for Issuance relates to an amendment or other modification (all of which, other than an extension of the stated maturity thereof) of a Initial Letter of Credit but including any Supplement or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Replacement Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior issued with respect to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Initial Letter of Credit, shall be substantially in the Dollar Equivalent thereof) form of the aggregate amount available to be drawn under such Exhibit A. Each Letter of Credit issued hereunder shall constitute partial collateral for the Lease obligations. The aggregate amount of all issued and outstanding Letters of Credit shall at all times be equal to the amount required under the Lease, and each Letter of Credit shall be issued by an Issuer complying with the provisions of Section 3 and shall be for a term of not less than twelve (12) months with automatic extensions for additional periods of one (1) year from any expiration date unless ninety (90) days prior to such date Issuer delivers written notice by express, registered or Green certified mail to Beneficiary that it elects not to renew the Letter of Credit. Each Tenant shall, at its expense, cause an Issuer to issue to Beneficiary one or more (a) “Replacement Letters of Credit” at least thirty (30) days prior to any such expiration date, and (b) “Supplemental Letters of Credit” within two (2) business days after all or any portion of any Letter of Credit is drawn against by Beneficiary or Green at such other times as may be required under Section 4 of the Lease, such that at all times during the term of this Agreement, Beneficiary shall have the ability to draw on Letters of Credit totaling the amount required under Section 4 of the Lease. If Issuer does not issue to Beneficiary such Replacement or Supplemental Letter of Credit within the respective periods set forth in this Section 1, it shall utilize be an immediate default by Tenant under this Agreement and an immediate Event of Default under the Commitment Lease without any requirement of each Lender by an amount equal notice to the amount Tenant or any right of Tenant to cure such participationdefault and Event of Default. 2.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue letters of credit (the "Letters of Credit") for the account of any Borrower under the Letter of Credit A Facility, Letter of Credit B-1 Facility or Letter of Credit B-2 Facility, as the case may be, from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit issued by such Issuing Bank not to exceed at any time such Issuing Bank's Letter of Credit Commitment at such time under the Facility which the applicable Notice of Issuance specifies as the Facility under which such Letter of Credit is to be issued, (ii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit A Facility not to exceed the lesser of (x) the Letter of Credit A Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital A Lenders under the Working Capital A Facility at such time, (iii) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-1 Facility not to exceed the lesser of (x) the Letter of Credit B-1 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-1 Lenders under the Working Capital B-1 Facility at such time and (iv) in an Available Amount for each such Letter of Credit to be issued under the Letter of Credit B-2 Facility not to exceed the lesser of (x) the Letter of Credit B-2 Facility at such time and (y) the aggregate Unused Working Capital Commitments of the Working Capital B-2 Lenders under the Working Capital B-2 Facility at such time. Letters of Credit issued under the Letter of Credit A Facility shall be issued for the account of any Crompton A Borrower, Letters of Credit issued under the Letter of Credit B-1 Facility shall be issued for the account of the Uniroyal B-1 Borrower (or to extend and Letters of Credit issued under the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green B-2 Facility shall be issued for the account of any B-2 Borrower. No Letters of Credit shall be issued under the Working Capital B-3 Facility. No Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the date of effectiveness of such extension, amendment or other modificationbeneficiary to require renewal) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled earlier of 30 days before the Termination Date and (A) in the case of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green a Standby Letter of Credit, one year after the date of issuance thereof and (iiiB) in the name and address case of the beneficiary of such Letter of Credit or Green a Trade Letter of Credit, (iv) a statement 90 days after the date of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of issuance thereof. Within the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary limits of the Letter of Credit or Green A Facility, the Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified B-1 Facility or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green B-2 Facility, as the case may be, and subject to the limits referred to above, any Crompton A Borrower, the Uniroyal B-1 Borrower, any B-2 Borrower, as the case may be, may request the issuance of Letters of Credit under this Section 2.01(h), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and provide notice and a copy thereof to request the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter additional Letters of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationthis Section 2.01(h).

Letters of Credit. a. Subject to (a) Any Sub-Originator may request that the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Purchase Price for Receivables sold on the Restatement Effective Date, each Existing Letter of Credit shall a Payment Date be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied paid by the consent of Buyer procuring the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter by the LC Bank. Upon the request of a Sub-Originator, and on the terms and conditions for issuing Letters of Credit under the Receivables Financing Agreement (including any limitations therein on the amount of any such issuance), the Buyer agrees to obtain from the SPV one or more Letters of Credit issued by LC Bank to issue, on the Payment Dates specified by such Sub-Originator, on behalf of the SPV (and, if applicable, on behalf of, or for the account of, such Sub-Originator or an Affiliate of such Sub-Originator that is acceptable to the LC Bank in its sole discretion) in favor of the beneficiaries elected by such Sub-Originator or Affiliate of such Sub-Originator, with the consent of the Buyer. The aggregate stated amount of the Letters of Credit being issued on any LC Issuing BankPayment Date on behalf of such Sub-Originator or an Affiliate of such Sub-Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to such Sub-Originator on such Payment Date pursuant to Section 3.2. To the extent that the aggregate stated amount of the Letters of Credit being issued on any Payment Date exceeds the aggregate Purchase Price payable by the Buyer to such Sub-Originator on such Payment Date, each Lender such excess shall be deemed, and hereby irrevocably and unconditionally agreesdeemed to be (i) a reduction in the outstanding principal balance of (and, to purchase from the extent necessary, the accrued but unpaid interest on) the Intercompany Loan payable to such LC Issuing Bank without recourse Sub-Originator, to the extent the outstanding principal balance (and accrued interest) is greater than such excess and/or (ii) a participation reduction in the Purchase Price payable on the Payment Dates immediately following the date any such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in is issued. In the case of event that any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit issued pursuant to this Section 3.3 (i) expires or Green Letter is cancelled or otherwise terminated with all or any portion of Credit. Each Letter its stated amount undrawn, (ii) has its stated amount decreased (for a reason other than a drawing having been made thereunder) or (iii) the SPV’s Reimbursement Obligation in respect thereof is reduced for any reason other than by virtue of Credit or Green Letter a payment made in respect of Credit shall utilize the Commitment of each Lender by a drawing thereunder, then an amount equal to such undrawn amount or such reduction, as the amount case may be, shall either be paid in cash to such Sub-Originator on the next Payment Date or, if the Buyer does not then have cash available therefor, shall be deemed to be added to the outstanding principal balance of the Intercompany Loan payable to such participationSub-Originator. Under no circumstances shall such Sub-Originator (or any Affiliate thereof (other than the SPV)) have any reimbursement or recourse obligations in respect of any Letter of Credit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the "Letters of Credit from time to time Credit") for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Effective Date until 60 days before the Revolving Credit Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit issued by such Issuing Bank not to exceed at any time the date lesser of (which shall be a Business Dayx) the Letter of issuance Credit Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit or Green not to exceed the Revolving Credit Availability at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Revolving Credit Termination Date and (A) in the case of a Standby Letter of Credit, one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "Notice of Termination") and (B) in the case of any Alternative Currency a Trade Letter of Credit, shall be 60 days after the Dollar Equivalent date of issuance thereof) ; provided that the terms of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter of Credit. Each that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.1(c), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.3(c) and request the issuance of additional Letters of Credit under this Section 2.1(c).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Each Letter of Credit delivered hereunder shall be deemed additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to be a draw on any Letter of Credit and to apply all or Green any part thereof to the payment of the items for which such Letter of CreditCredit was established or to apply each such Letter of Credit to payment of the Debt in such order, proportion or priority as applicableLender may determine, issued hereunder. Subject subject to the terms and conditions hereof, each LC Issuing Bank agrees hereof relating to issue Letters application of sums to the Debt. Lender shall have the additional rights to draw in full any Letter of Credit: (a) if Lender has received a notice from the issuing bank that the Letter of Credit from time to time for the account will not be renewed and a substitute Letter of the Borrower Credit is not provided at least forty five (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ 45) days prior notice thereof by delivery of a Request for Issuance to the Administrative Agent date on which the outstanding Letter of Credit is scheduled to expire; (which shall promptly distribute copies thereof b) if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least forty five (45) days prior to the Lendersdate on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least forty five (45) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (which shall c) upon receipt of notice from the issuing bank that the Letter of Credit will be a Business Day) of issuance terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions hereof or Green a substitute Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be is provided by no later than forty five Business Days (45) days prior to such termination); (d) if Lender has received notice that the then-scheduled Termination Date of bank issuing the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name shall cease to be an Approved Bank and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of Borrower has not substituted a Letter of Credit or Green from an Approved Bank within twenty (20) days after notice; and/or (e) if the bank issuing the Letter of CreditCredit shall fail to (i) issue a replacement Letter of Credit in the event the original Letter of Credit has been lost, it shall be accompanied by mutilated, stolen and/or destroyed or (ii) consent to the consent of the beneficiary transfer of the Letter of Credit or Green to any Person designated by Lender. If Lender draws upon a Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior pursuant to the proposed date terms and conditions of issuance (this Agreement, provided no Event of Default exists, Lender shall apply all or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on any part thereof for the proposed date of issuance (or effectiveness) specified in such Request purposes for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) which such Letter of Credit or Green was established. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (a), (b), (c), (c) or (e) above and provide notice and a copy thereof shall not be liable for any losses sustained by Borrower due to the Administrative Agent, which shall promptly furnish notice thereof to insolvency of the Lenders. Upon each issuance of a bank issuing the Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each if Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in has not drawn the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to (i) Each Issuing Bank agrees, on the satisfaction terms and conditions hereinafter set forth, in reliance upon the agreements of the conditions precedent Revolving Credit Lenders set forth in Sections 3.01 this Agreement, to issue one or more letters of credit denominated in Dollars in the form of (x) trade letters of credit in support of trade obligations of the Borrower and 3.02 on its Subsidiaries incurred in the Restatement Effective Dateordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit issued for any other lawful purposes of the Borrower and its Subsidiaries (such letters of credit issued for such purposes, “Standby Letters of Credit”; each Existing such letter of credit issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary (in which case such Letter of Credit shall be deemed to be issued for the joint and several account of the Borrower and such Subsidiary) in a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject form reasonably acceptable to the terms applicable Issuing Bank, at any time and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for during the account of applicable Availability Period and prior to the Borrower date that is five (or 5) days prior to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), latest Termination Date in an aggregate stated amount Available Amount (i) for all Letters of Credit issued by each Issuing Bank not exceeding to exceed at any time the lesser of (A) the Letter of Credit Facility at such LC time and (B) such Issuing Bank’s Fronting Commitment, on Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to exceed an amount equal to the Administrative Agent (which shall promptly distribute copies thereof to Unused Revolving Credit Commitments of the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Revolving Credit Lenders; provided that if (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), has been extended as to some but not all Revolving Credit Lenders pursuant to Section 2.22 and (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) Borrower requests the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green which expires later than the Termination Date of any Revolving Credit Lender in effect prior to such extension, then compliance with clause (B) above shall be determined solely with reference to the Revolving Credit Lenders whose Revolving Credit Commitments have been so extended. If requested by an Issuing Bank, the Borrower shall also submit a Letter of Credit by any LC Application on such Issuing Bank, each Lender shall be deemed, ’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and hereby irrevocably conditions of this Agreement and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such the terms and conditions of any form of Letter of Credit Application or Green Letter of Credit equal other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, the terms and conditions of this Agreement shall be control. Notwithstanding anything herein to the Dollar Equivalent thereof) of the aggregate amount available contrary, each Issuing Bank shall have no obligation hereunder to be drawn under such 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 Green Letter business of Credit. Each Letter of Credit or Green Letter of Credit shall utilize with any Sanctioned Person, or in any country or territory that, at the Commitment of each Lender by an amount equal to the amount time of such participation.funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing (a) The Letter of Credit Subfacility. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (the "Letters of Credit") for the account of any Multi-Currency Borrower (in the case of the Multi-Currency Issuing Bank) or the Canadian Subsidiary (in the case of the Canadian Issuing Bank) from time to time on any Business Day during the period from the Agreement Date until 60 days before the Maturity Date (i) in an aggregate Available Amount for all Letters of Credit issued for the account of all Borrowers not to exceed at any time the Appropriate Issuing Bank's Letter of Credit Commitment, minus the aggregate principal amount of all Letter of Credit Advances to any Borrower then outstanding, (ii) in an Available Amount for each Letter of Credit issued for the account of a Multi-Currency Borrower not to exceed the aggregate Unused Multi-Currency Commitments on such Business Day, and (iii) in an Available Amount for each such Letter of Credit issued for the account of the Canadian Subsidiary not to exceed the aggregate Unused Canadian Facility Commitments on such Business Day. No Letter of Credit shall have an expiration date (including all rights of a Borrower or the beneficiary to require renewal) later than the earlier of 5 days before the Maturity Date and one year after the date of issuance thereof. Each Letter of Credit shall require that all draws thereon must be presented to the Issuing Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Within the limits of the Letter of Credit Subfacility, and subject to the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.10(a), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and request the issuance of additional Letters of Credit under this Section 2.10(a). On the date of the initial Borrowing hereunder, each outstanding letter of credit issued under the Prior Credit Agreement and each letter of credit described on Schedule 2.10 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC "Issuing Bank’s Fronting Commitment" hereunder for all purposes but solely with respect to, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to and until the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit termination, expiration or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate replacement of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationExisting L/Cs.

Letters of Credit. a. Subject to the satisfaction (e) The Letters of the conditions precedent set forth in Sections 3.01 and 3.02 Credit outstanding on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunderDate are listed on Schedule IV hereto. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, up to a maximum aggregate stated amount for all Letters of Credit at any one time outstanding equal to the LC Commitment Amount, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit(which shall not be less than $100,000), (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, and (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice copies thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject The Bank hereby establishes a letter of credit facility in an amount not to exceed $4,000,000.00 for the issuance of standby and commercial letters of credit (the "Letters of Credit"). From time to time prior to June 30, 1998, the Bank, upon the Borrower's request, may issue Letters of Credit. The Borrower shall give the Bank at least one business day's notice prior to requesting the issuance of any Letter of Credit, and shall, with such request, fill out an application in form acceptable to the satisfaction Bank and execute such terms, conditions and reimbursement agreements (each, a "Reimbursement Agreement") concerning such Letter of Credit as the conditions precedent set forth in Sections 3.01 and 3.02 on Bank may require. The amount available under the Restatement Effective Date, each Existing letter of credit facility shall be reduced by the face amount of outstanding Letters of Credit (together with the amount of drafts under Letters of Credit no longer outstanding for which the Bank has not been reimbursed). No Letter of Credit shall be deemed issued which could be drawn on after the Revolving Credit Expiration Date. In the event of a draw on a Letter of Credit, an advance under the Revolving Note or, if advances are available thereunder, under the Seasonal Note, shall be made to the extent that amounts are then available for borrowing under such notes to reimburse the Bank for such draw. If any draw is made under any Letter of Credit after the Revolving Credit Expiration Date or if funds are not then available for advances under such notes, the Borrower shall immediately upon demand reimburse the Bank for the amount of the draw together with interest thereon and such other amounts as may be due under any applicable Reimbursement Agreement. As to any Letter of Credit issued, the Borrower agrees to pay the Bank upon demand any applicable fees assessed by the Bank in connection therewith, including, without limitation, issuance fees and negotiation fees. The Bank shall not in any event be required to issue a Letter of Credit after the occurrence of a Default or Green Letter Event of Credit, as applicable, issued Default hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.1.05

Letters of Credit. a. Subject to If the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Administrator determines on the Restatement Effective DateBusiness Day immediately preceding any Distribution Date during the Series 2015-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2015-2 Lease Principal Payment Deficit, each Existing Letter of Credit the Administrator shall be deemed instruct the Trustee in writing to be a Letter of Credit or Green Letter draw on the Series 2015-2 Letters of Credit, if any, as applicable, issued hereunderprovided below. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Upon receipt of a Request for Issuance to notice by the Administrative Agent (which shall promptly distribute copies thereof to Trustee from the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be Administrator in respect of a Business Day) of issuance of such Letter of Credit Series 2015-2 Lease Principal Payment Deficit on or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon 3:00 p.m. (New York City time) on the proposed date of issuance Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (or effectivenessNew York City time) specified on such Business Day draw an amount as set forth in such Request for Issuance, and upon fulfillment notice equal to the least of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modifyi) such Series 2015-2 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series 2015-2 Letter of Credit or Green Liquidity Amount on the Series 2015-2 Letters of Credit by presenting to each Series 2015-2 Letter of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and provide notice and a copy thereof shall cause the Lease Deficit Disbursements to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, deposited in the case of any Alternative Currency Letter of CreditSeries 2015-2 Distribution Account on such date; provided, however, that if the Series 2015-2 Cash Collateral Account has been established and funded, the Trustee shall be withdraw from the Dollar Equivalent thereof) of Series 2015-2 Cash Collateral Account and deposit in the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by Series 2015-2 Distribution Account an amount equal to the lesser of (x) the Series 2015-2 Cash Collateral Percentage for such date of the lesser of the Series 2015-2 Lease Principal Payment Deficit and the Principal Deficit Amount for such Distribution Date and (y) the Series 2015-2 Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such participationamount on the Series 2015-2 Letters of Credit. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, the Administrator shall only instruct the Trustee to draw on the Series 2015-2 Letters of Credit (or withdraw from the Series 2015-2 Cash Collateral Account, if applicable) pursuant to this Section 2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2015-2 Liquidity Amount on such date over (y) the Series 2015-2 Required Liquidity Amount on such date.

Letters of Credit. a. Subject During the period from and including the Initial Funding Date to, but excluding, the 30th day prior to the satisfaction Revolving Loan Maturity Date, the Issuing Banks, as issuing bank for the US Tranche Revolving Lenders, agree to extend credit for the account of the conditions precedent set forth US Borrower at any time and from time to time by issuing, renewing, extending or reissuing Letters of Credit; provided however, (A) the LC Exposure at any one time outstanding shall not exceed $500,000,000 and (B) after giving effect to the issuance, extension or renewal of any Letter of Credit, the US Tranche Credit Exposure of any Revolving Lender shall not exceed such Lender’s US Tranche Commitment then in Sections 3.01 effect. The US Tranche Revolving Lenders shall participate in such Letters of Credit according to their respective US Tranche Percentages. Each of the Letters of Credit shall (1) be issued by the Issuing Banks on a sight basis only, (2) contain such terms and 3.02 on provisions as are reasonably required by the Restatement Effective applicable Issuing Bank, (3) be in the name of the US Borrower or its affiliates and (4) expire not later than five (5) Business Days before the Revolving Loan Maturity Date. The US Borrower may request that one or more Letters of Credit be issued in an Offshore Currency denomination as part of the LC Exposure. The aggregate US Dollar Equivalent of all Offshore Currency Letters of Credit, as of the issuance date of any such Offshore Currency Letter of Credit, shall not exceed $500,000,000. No Issuing Bank shall be obligated to issue an Offshore Currency Letter of Credit if such Issuing Bank has determined, in its sole discretion, that it is unable to fund obligations in the requested Offshore Currency; provided, however, the US Administrative Agent shall use its best efforts to locate suitable issuers if no Issuing Banks are able to fund obligations in the requested Offshore Currency. From and after the Initial Funding Date, each the Existing Letter Letters of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time issued pursuant to time for this Section 2.01(b). The Existing Letters of Credit are described on Schedule 2.01(b). Notwithstanding anything to the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereofcontrary contained in this Agreement, including this Section 2.01(b), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery the expiration date of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter one or more Letters of Credit or Green Letter of Credit (or may extend beyond the date of effectiveness of such extensionRevolving Loan Maturity Date; provided, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credithowever, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, is hereby expressly agreed and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.understood that:

Letters of Credit. a. Subject Upon any Borrower's application from time to the satisfaction time by use of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Bank's standard form Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each LC Issuing the Bank agrees to issue Letters standby letters of Credit from time to time credit on behalf of the Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of the Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank and a letter of credit in favor of the Railroad Commission of Texas with an expiration date of August 1, 2012, and (ii) no letter of credit will be issued on behalf of or for the account of the Borrower (or to extend Borrowers if at the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) time of issuance the sum of such the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit or Green Letter of Credit (or would exceed the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions then applicable to such Letter of Credit or Green Letter of Credit and (v) whether such Revolver Commitment Amount. If any letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City drawn upon at any time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemedamount drawn, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse whether a participation in such Letter of Credit full or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Creditpartial draw thereon, shall be reflected by the Dollar Equivalent thereof) Bank as an advance on the Revolver Note effective as of the aggregate amount available to be drawn date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Revolver Commitment of each Lender by in an amount equal to the aggregate face amount of such participationletter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, the Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $500.00 per each such Letter of Credit, together with the Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or Green the beneficiary to require renewal) later than the earlier of (A) thirty (30) days before the Revolving Credit Termination Date, (B) in the case of a Standby Letter of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 360 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least five (5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article 3 PROVIDED that the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such terms of each Standby Letter of Credit or Green that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit and provide notice and in any event to be extended to a copy thereof date later than sixty (60) days before the Revolving Credit Termination Date. If a Notice of Renewal is not given by the Borrower pursuant to the Administrative Agentimmediately preceding sentence, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Standby Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.expire

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue (or cause any Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (the "Letters of Credit from time to time Credit") in Dollars for the account of the Borrower (or any of its Subsidiaries from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), Agreement Date until 30 days before the Initial Maturity Date in an aggregate stated amount Available Amount (i) for all Letters of Credit not exceeding to exceed at any time the Letter of Credit Commitment at such LC time and (ii) for each such Letter of Credit not to exceed the aggregate Unused Revolving Commitments at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than 30 days before the Initial Maturity Date, but may by its terms be renewable annually upon written notice (a "Notice of Renewal") given to the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery Bank that issued such Letter of a Request for Issuance to Credit and the Administrative Agent (which shall promptly distribute copies thereof on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least ten Business Days prior to the Lenders) and date of the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance proposed renewal of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article 3 unless the applicable LC Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit equal (a "Notice of Termination"); provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Letter of Credit to give the beneficiary named in such Lender’s Percentage (which, in the case Letter of Credit notice of any Alternative Currency Letter Notice of CreditTermination, shall be the Dollar Equivalent thereof(y) permit such beneficiary, upon receipt of the aggregate amount available such notice, to be drawn draw under such Letter of Credit or Green Letter of Credit. Each prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 30 days before the Initial Maturity Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed. Within the limits of the Letter of Credit Commitment, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.1(e), repay any Letter of Credit Loans resulting from drawings thereunder pursuant to Section 2.2(g) and request the issuance of additional Letters of Credit under this Section 2.1(e). The Borrower shall be liable for all obligations in respect of each Lender by an amount equal Letter of Credit issued for the account of any of its Subsidiaries, including, without limitation, the obligations to the amount repay any Letter of such participationCredit Loan in respect thereof under Section 2.4(e).

Letters of Credit. a. Subject to the satisfaction terms and conditions of this Agreement, Issuing Lender may through the conditions precedent set forth Issuing Office, at any time and from time to time from and after the date hereof until thirty (30) days prior to the Revolving Credit Maturity Date, upon the written request of Borrower accompanied by a duly executed Letter of Credit Agreement and such other documentation related to the requested Letter of Credit as Issuing Lender may reasonably require, issue Letters of Credit in Sections 3.01 Dollars for the account of Borrower, in an aggregate amount for all Letters of Credit issued hereunder at any one time outstanding not to exceed the Letter of Credit Maximum Amount. Each Letter of Credit shall be in a minimum face amount of Ten Thousand Dollars ($10,000) (or such lesser amount as may be agreed to by Issuing Lender) and 3.02 MRC Energy Company Credit Agreement each Letter of Credit (including any renewal thereof) shall expire not later than the first to occur of (i) twelve (12) months after the date of issuance thereof and (ii) ten (10) Business Days prior to the Revolving Credit Maturity Date in effect on the Restatement Effective date of issuance thereof; provided, however, in connection with the request for the initial issuance of a Letter of Credit, Borrower may request that the Letter of Credit will be automatically renewed for similar successive periods of time unless and until Borrower provides a notice no later than 10 days prior to its expiration to the Issuing Lender that the Letter of Credit should not be renewed. Notwithstanding anything to the contrary contained herein, no Letter of Credit shall be renewed for a similar successive period of time if its expiration is later than ten (10) Business Days before the Revolving Credit Maturity Date. The submission of all applications in respect of and the issuance of each Letter of Credit hereunder shall be subject in all respects to such industry rules and governing laws as are acceptable to Issuing Lender. In the event of any conflict between this Agreement and any Letter of Credit Document other than any Letter of Credit, each this Agreement shall control. All Existing Letter Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject subject to and governed by the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (the satisfaction "LETTERS OF CREDIT") for the joint account of the conditions precedent set forth Borrowers from time to time on any Business Day during the period from the date hereof until 60 days before the Termination Date in Sections 3.01 and 3.02 on an aggregate Available Amount (i) for all Letters of Credit at any time not to exceed at any time the Restatement Effective Date, each Existing lesser of (x) the Letter of Credit shall be deemed to be a Facility at such time and (y) the Issuing Bank's Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Working Capital Commitments of the Lenders at such time. No Letter of Credit (other than a Flooring Letter of Credit) shall have an expiration date (including all rights of the Borrowers or Green the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date (or, in the case of a Flooring Letter of Credit, as applicablelater than five days before the Termination Date) and (A) in the case of a Standby Letter of Credit (other than a Flooring Letter of Credit), issued hereunder. Subject six months after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to and the Administrative Agent (which shall promptly distribute copies thereof on or prior to the Lenders) and the applicable LC Issuing Bank. Each Request any date for Issuance shall specify (i) the date (which shall be a Business Day) notice of issuance of renewal set forth in such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, in Article III unless the applicable LC Issuing Bank shall issue has notified the Borrowers (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, 60 days after the date of issuance thereof; PROVIDED that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrowers or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; PROVIDED, HOWEVER, that even in the absence of receipt of a Notice of Renewal the Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrowers, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereofIssuing Bank to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") of the aggregate amount available to be drawn under terminating such Letter of Credit or Green and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrowers may request the issuance of Letters of Credit under this Section 2.01(c), repay any Letter of Credit shall utilize Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.01(c).

Letters of Credit. a. Subject Letters of credit under the Revolving Facility will be issued by the Agent and, if included as an additional Issuing Bank, one or more Lenders acceptable to the satisfaction Borrower and the Agent that agree to issue letters of credit (each, an “Issuing Bank”); provided, that each Initial Lender that holds commitments under the Revolving Facility as of the conditions precedent set forth in Sections 3.01 Closing Date shall have a letter of credit commitment that is proportionate with its commitment under the Revolving Facility and 3.02 shall issue letters of credit pro rata based on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter commitment; provided, further, that Jefferies and Barclays shall not be required to issue trade or commercial letters of Creditcredit, and if such Request for Issuance relates Jefferies shall not be required to an amendment or other modification (issue letters of credit denominated in currencies other than an extension United States dollars and Credit Suisse shall only be required to issue standby letters of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit theretocredit. Each Request for Issuance letter of credit shall be irrevocable unless modified or rescinded by expire not later than the Borrower not less than one day prior to the proposed earlier of (a) 12 months after its date of issuance (or effectivenesssuch longer period as may be agreed by the relevant Issuing Bank and the Borrower) specified thereinand (b) the fifth business day prior to the final maturity of the Revolving Facility; provided, however, that any letter of credit may provide for renewal thereof for additional Exh. Not later than 12:00 noon B-7 periods of up to 12 months (New York City timewhich in no event shall extend beyond the date referred to in clause (b) above, except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Existing letters of credit may be rolled over or back-stopped under the Revolving Facility on the proposed date Closing Date. Letters of credit shall be issued in United States dollars or other currencies to be agreed. Drawings under any letter of credit shall be reimbursed by the Borrower on terms consistent with the Documentation Precedent. To the extent that the Borrower does not reimburse the Issuing Bank on such time frame, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments. The issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of all letters of credit shall be subject to the customary procedures of the applicable conditions precedent and relevant Issuing Bank. The definitive documentation for the other requirements set forth herein, First Lien Facilities will include customary provisions consistent with the applicable LC Documentation Precedent to protect the Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of event any Alternative Currency Letter of Credit, shall be Lender under the Dollar Equivalent thereof) of the aggregate amount available Revolving Facility is a “Defaulting Lender” (to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize defined in a manner consistent with the Commitment of each Lender by an amount equal to the amount of such participationDocumentation Precedent).

Letters of Credit. a. Subject The Issuing Bank agrees, on the terms and subject to the satisfaction conditions herein set forth, to issue letters of credit (the “Letters of Credit”) for the account of any Borrower on any Letter of Credit Business Day from time to time during the period from the date hereof until 30 days prior to the Termination Date. The Issuing Bank shall have no obligation to issue, and no Borrower shall request the issuance of, any Letter of Credit hereunder if the Available Amount of such Letter of Credit exceeds, immediately before the time of such issuance, an amount equal to the total Unused Commitments of the conditions precedent Lenders at such time (as such amount shall be advised by the Administrative Agent to the Issuing Bank as contemplated by Section 2.04). No Issuing Bank shall have any obligation to issue, and no Borrower shall request the issuance of, any Letter of Credit hereunder if the aggregate Available Amounts or the aggregate stated amount of all Letters of Credit issued by such Issuing Bank would exceed, after giving effect to such issuance, the maximum amount set forth in Sections 3.01 a letter agreement between such Issuing Bank and 3.02 Parent, on behalf of the Restatement Effective DateBorrowers. The Issuing Bank shall have no obligation to issue, and no Borrower shall request the issuance of, any Letter of Credit except within the following limitations: (i) each Existing Letter of Credit shall be deemed denominated in U.S. dollars (unless issued pursuant to Section 2.21), (ii) each Letter of Credit shall be payable only against sight drafts (and not time drafts) and (iii) no Letter of Credit shall have an expiration date (including all rights of the applicable Borrower or the beneficiary to require renewal) later than the earlier of 10 days prior to the Termination Date and one year after the date of issuance thereof, but a Letter of Credit or Green may by its terms be automatically renewable annually unless the Issuing Bank notifies the beneficiary thereof of its election not to renew such Letter of Credit, as applicable, issued hereunder. Subject to ; provided that the terms and conditions hereof, of each LC Issuing Bank agrees to issue Letters Letter of Credit from time to time for that is automatically renewable annually shall not permit the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the expiration date (which shall be a Business Dayafter giving effect to any renewal) of issuance of such Letter of Credit or Green Letter of Credit (or the in any event to be extended to a date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days 10 days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Date. The Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable Bank shall have no obligation to such Letter of Credit or Green Letter of Credit and (v) whether such issue any letter of credit which is a Green Letter of Creditunsatisfactory in form, and if such Request for Issuance relates to an amendment substance or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case exercise of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationits reasonable judgment consistent with its customary practice.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth and to the prior satisfaction (or waiver by the Issuing Lender in its sole discretion) of the Closing Conditions, each LC the Issuing Bank Lender agrees to issue Letters of Credit from time to time for (A) during the account Availability Period and upon the written request of the Borrower (or to extend in the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery form of a Request for Issuance appropriately completed in accordance with the terms thereof and Section 2.01(a)(ii), to issue one or more letters of credit hereunder, substantially in the form attached hereto as Exhibit A on the relevant Issuance Dates to the Administrative Agent Account Beneficiary or Account Beneficiaries designated by the Borrower (which shall promptly distribute copies thereof each such letter of credit issued by the Issuing Lender, a “Letter of Credit”, and collectively, the “Letters of Credit”), in each case with an initial expiry date of no later than one (1) calendar year and five (5) Business Days from the Issuance Date (subject to automatic renewal in accordance with the Lendersterms thereof) and (B) to honor drawings by the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) relevant Account Beneficiary under each outstanding Letter of Credit; provided that, notwithstanding the date (which shall be foregoing, a Business Day) of issuance of such Tranche A Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days one year after the Tranche A Availability Period End Date and a Tranche B Letter of Credit expiry date shall be no later than one year after the Tranche B Availability Period End Date. For record-keeping purposes, all Letters of Credit issued by the Issuing Lender shall be designated as Tranche A Letters of Credit or Tranche B Letters of Credit. In the event that the issuance of a single Letter of Credit would result in the aggregate LOC Amount of all Letters of Credit at the time of such issuance exceeding the Tranche A LOC Commitment, the Issuing Lender may choose to (a) issue two separate Letters of Credit, comprised of a Tranche A Letter of Credit (with a face amount that, when added to the face amount of all other Tranche A Letters of Credit, results in a LOC Amount equal to the Tranche A LOC Commitment attributable to all Tranche A Letters of Credit) and a Tranche B Letter of Credit (with a face amount equal to the LOC Amount attributable to all Letters of Credit in excess of the Tranche A LOC Commitment) or (b) issue a single Tranche B Letter of Credit. Except as set forth in the preceding sentence, no Tranche B Letters of Credit will be issued prior to the then-scheduled Termination Tranche A Availability Period End Date unless and until the LOC Amount attributable to issued and outstanding Tranche A Letters of Credit is equal to the Lender that isTranche A LOC Commitment or, or is an Affiliate ofat the Borrower’s election in order to maintain the ability to amend the terms of Tranche A Letters of Credit already issued, such LC Issuing Bank)$65,000,000. Subject to Section 2.08, (ii) the proposed stated amount of such no Tranche A Letter of Credit or Green will be issued after the Tranche A Availability Period End Date and no Tranche B Letter of Credit will be issued after the Tranche B Availability Period End Date. Notwithstanding the foregoing, in the event that any Tranche A Letters of Credit are expiring on a date after the Tranche A Availability Period End Date, such Tranche A Letter of Credit, (iii) subject to the name terms and address of the beneficiary of such conditions set forth in this Agreement, shall be automatically renewed as a Tranche B Letter of Credit or Green Letter so long the Tranche B LOC Exposure will not exceed the Tranche B LOC Commitment as a result of Credit, (iv) a statement of drawing conditions applicable to such Letter renewal. Any Tranche A Letters of Credit or Green Letter outstanding on the effective date of this Agreement shall continue to be Tranche A Letters of Credit and (v) whether such letter any Tranche B Letters of credit is a Green Letter Credit outstanding on the effective date of this Agreement shall continue to be Tranche B Letters of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. (a) Subject to the terms and conditions hereof, each LC the Issuing Bank agrees to issue issue, amend or extend Letters of Credit from time denominated in Dollars at the request of the Account Party on any Business Day after the Effective Date and before the fifth Business Day prior to time the end of the Commitment Period (i) in a minimum amount of $100,000 on the date of such issuance, amendment or extension and (ii) for the account of the Borrower (Account Party or any of its Subsidiaries in such forms as may be approved from time to extend time by the stated maturity thereof or to Issuing Bank; provided that the Issuing Bank shall not issue, amend or otherwise modify extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, the terms thereof)Stated Amount of such Letter of Credit, in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance when added to the Administrative Agent Outstanding Amount at such time, would exceed the Letter of Credit Commitment at such time. Notwithstanding any provision hereof to the contrary, the Issuing Bank shall have no obligation to issue, amend or extend any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing, amending or extending such Letter of Credit or any requirement of law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance, amendment or extension 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 or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect with respect to the Issuing Bank on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to the Issuing Bank as of the date hereof and which the Issuing Bank reasonably and in good xxxxx xxxxx material to it or (ii) the issuance, amendment or extension thereof would violate one or more policies of the Issuing Bank applicable to letters of credit generally, as such policies may be in effect from time to time and in respect of which prior written notice has been provided by the Issuing Bank to the Account Party (provided that, notwithstanding any internal policy of the Issuing Bank to the contrary, Letters of Credit shall be permitted to be governed by the laws of the State of Texas). Each Letter of Credit shall (i) be denominated in Dollars, and (ii) expire on the earlier of (x) the date that is one year after the date of the issuance thereof and (y) the date that is five (5) Business Days prior to the Scheduled Maturity Date; provided that any Letter of Credit may provide for the extension thereof for additional one-year periods (which shall promptly distribute copies thereof in no event extend beyond the date referred to in clause (y) above). If the expiry date of any Letter of Credit is automatically extendible pursuant to the Lenders) and preceding sentence, then the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance terms of such Letter of Credit shall permit the Issuing Bank, in its discretion, to provide notice to the beneficiary or Green Letter of Credit beneficiaries thereof, at least thirty (or the date of effectiveness of such extension, amendment or other modification30) and the stated expiry date thereof (which shall be no later than five Business Days days prior to the then-scheduled Termination Date of then applicable expiry date, that the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount expiry date of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall will not be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participationextended.

Letters of Credit. a. Subject (a) On any Business Day from and including the Closing Date to but including the date that is five (5) Business Days prior to the satisfaction Revolving Commitment Termination Date , the Issuing Bank, in reliance upon the agreements of the conditions precedent set forth in Sections 3.01 and 3.02 other Lenders pursuant to this Section 2.21, agrees to issue, at the request of the Borrower, standby Letters of Credit for the account of the Borrower on the Restatement Effective Dateterms and conditions hereinafter set forth; provided, however, that (i) each Existing Letter of Credit shall expire no later than the date that is five (5) Business Days prior to the Revolving Commitment Termination Date and (ii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans would exceed the Aggregate Revolving Commitment Amount or (C) the aggregate outstanding amount of the Revolving Loans of any Lender plus such Lender’s Pro Rata Share of the outstanding amount of all LC Exposure would exceed such Lender’s Revolving Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the Letter of Credit or Green Letter of Creditso requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, as applicable, issued hereunder. Subject and subject to the terms and conditions hereof, each LC Issuing Bank agrees the Borrower’s ability to issue obtain Letters of Credit from time to time for the account of shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to extend enjoin or restrain the stated maturity thereof Issuing Bank from issuing such Letter of Credit, or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance any Law applicable to the Administrative Agent Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank 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 Closing Date, or shall promptly distribute copies thereof impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good xxxxx xxxxx material to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify it; (iB) the date (which shall be a Business Day) of issuance of such Letter of Credit would violate one or Green Letter more policies of the Issuing Bank (provided, however, the Issuing Bank agrees that it will not adopt policies for the sole purpose of preventing the issuance of Letters of Credit hereunder); (or C) except as otherwise agreed by the date of effectiveness of such extension, amendment or other modification) Administrative Agent and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green is in an initial stated amount less than $100,000.00; (D) such Letter of CreditCredit is to be denominated in a currency other than Dollars; or (E) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (iiiin its sole discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the name and address Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable does not accept the proposed amendment to such Letter of Credit or Green Letter Credit. The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and LC Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the Issuing Bank with respect to such acts or omissions, and (vB) whether such letter as additionally provided herein with respect to the Issuing Bank. Upon the issuance of credit is a Green each Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemeddeemed to, and hereby irrevocably and unconditionally agreesagrees to, to purchase from such LC the Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter issuance of Credit or Green a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation.

Letters of Credit. a. Subject to Tenant shall deposit with Landlord two (2) unconditional, irrevocable sight draft letters of credit in the satisfaction of amounts and for the conditions precedent purposes set forth in Sections 3.01 below (each hereinafter a "Letter of Credit" and 3.02 on collectively the Restatement Effective Date, "Letters of Credit"). The form and content of each Existing Letter of Credit shall be deemed conform to be a Letter International Standby Practices 1998 International Chamber of Credit or Green Letter of CreditCommerce Publication No. 590, shall name Landlord as applicable, issued hereunder. Subject to the terms and conditions hereof, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of such Letter of Credit or Green Letter of Credit (or the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Creditthereunder, shall be the Dollar Equivalent thereoffreely transferable by Landlord, and shall otherwise be acceptable to Landlord in its reasonable discretion (including, without limitation, a provision that any termination or cancellation thereof not be effective until at least sixty (60) days after delivery of the aggregate amount available written notice to Landlord of such termination or cancellation) and shall be drawn under such Letter on Bank of Credit America, GE Capital, or Green Letter of Creditanother comparable commercial lender reasonably acceptable to Landlord. Each Letter of Credit shall have a term of twelve (12) months and shall be replaced or Green renewed by Tenant annually effective as of each anniversary of the Commencement Date for consecutive twelve (12) month terms as set forth below. Landlord shall have the right to obtain written assurances from the issuer(s) at any time that any of such Letters of Credit are still valid and enforceable. Upon the occurrence of an Event of Default, including without limitation any default by Tenant in the payment of Base Rent and Additional Rent beyond applicable cure periods under this Lease, or if Landlord has not received replacement Letters of Credit or written confirmation of renewal of any expiring Letter of Credit shall utilize at least thirty (30) days prior to its expiration, Landlord may, without waiver of any other rights or remedies Landlord may have under this Lease or at law or in equity, draw upon each or all of the Commitment Letters of each Lender Credit in whole or in part, and hold same as a cash Security Deposit (if drawn on for failure to replace or renew) or (if drawn on by reason of the occurrence of an amount equal Event of Default) apply the proceeds thereof to the amount payment of any Base Rent and Additional Rent or any other sums owed to Landlord by reason of the occurrence of such participation.Event of Default or for any such sums which Landlord may expend or may be required to expend by reason of such Event of Default, including, but not limited to, unamortized Tenant Improvement costs, unamortized leasing commissions, and any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, and Landlord may hold the cash balance as a cash Security Deposit, provided that at such time as Tenant shall have cured all such Event(s) of Default and shall have replaced and/or restored the subject Letter(s) of Credit to their then required full amount(s), and provided further that Landlord shall not have exercised its right to terminate this Lease as a result of such Event of Default, Landlord shall return all cash previously drawn by Landlord less all amounts properly applied by Landlord to any amounts hereunder and Landlord shall thereafter continue to hold the Letter(s) of Credit in accordance with the terms of this Article 7. The terms of the Letters of Credit shall be as follows:

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters letters of Credit from time to time credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (i) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (ii) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or Green the beneficiary to require renewal) later than (A) the earlier of sixty (60) days before the Revolving Credit Termination Date, (B) in the case of a Standby Letter of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least five (5) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Letter of Credit or Green Standby Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article 3 unless such Issuing Bank shall issue have notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green (but in any event at least thirty (30) Business Days prior to the date of automatic renewal) of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, in a "Notice of Termination"); provided that the case terms of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such each Standby Letter of Credit or Green Letter that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit. Each such Standby Letter of Credit in any event to be extended to a date later than sixty (60) days before the Revolving Credit Termination Date. If either a Notice of Renewal is not given by the Borrower or Green a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall utilize expire on the Commitment date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of each Lender by an amount equal receipt of a Notice of Renewal, the Issuing Bank may, in its discretion unless instructed to the amount contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and, in such participationcase, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.1(f), repay any Letter of Credit Advances resulting from drawings under Letters of Credit pursuant to Section 2.3(c) and request the issuance of additional Letters of Credit under this Section 2.1(f).

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 Each Issuing Bank severally agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of Credit from time to time credit in substantially the form of Exhibit I hereto, or such other form required by the Issuing Banks in their sole discretion (the "LETTERS OF CREDIT"), for the account of the Borrower (or from time to extend time on any Business Day during the stated maturity thereof or to amend or otherwise modify period from the terms thereof), date hereof until 60 days before the Termination Date in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify Available Amount (i) for all Letters of Credit not to exceed at any time the date Letter of Credit Facility at such time, (which shall be a Business Dayii) for all Letters of issuance Credit issued by such Issuing Bank not to exceed such Issuing Bank's Letter of Credit Commitment at such time, and (iii) for each such Letter of Credit or Green not to exceed the Unused Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 60 days before the Termination Date and (A) in the case of a Standby Letter of Credit one year after the date of effectiveness issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such extension, amendment or other modification) Standby Letter of Credit and the stated expiry Administrative Agent on or prior to any date thereof (which shall be no later than five for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount renewal of such Standby Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC in Article III unless such Issuing Bank shall issue has notified the Borrower (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and with a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof ) on or prior to the Lenders. Upon each issuance date for notice of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation termination set forth in such Letter of Credit or Green but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit equal to such Lender’s Percentage (which, a "NOTICE OF TERMINATION") and (B) in the case of any Alternative Currency a Trade Letter of Credit, 60 days after the date of issuance thereof; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 60 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank shall, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit shall contain a provision authorizing the Dollar Equivalent thereof) of the aggregate amount available to be drawn under Issuing Bank that issued such Letter of Credit or Green to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Each Within the limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit shall utilize Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the Commitment issuance of each Lender by an amount equal to the amount additional Letters of such participationCredit under this Section 2.0l (b).

Letters of Credit. a. Subject Upon Borrower's application from time to the satisfaction time by use of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Bank's standard form Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each LC Issuing the Bank agrees to issue Letters standby letters of Credit from time to time credit on behalf of the Borrower under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of the Borrower with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of the Borrower (or to extend y) if at the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) time of issuance the sum of such the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or Green (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under the Revolver Commitment together with the face amount of the requested Letter of Credit (or would exceed the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such Collateral Borrowing Base then in effect. If any letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City drawn upon at any time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemedamount drawn, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse whether a participation in such Letter of Credit full or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Creditpartial draw thereon, shall be reflected by the Dollar Equivalent thereof) Bank as an advance on the Revolver Note effective as of the aggregate amount available to be drawn date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Revolver Commitment of each Lender by in an amount equal to the aggregate face amount of such participationletter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, the Borrower agrees to pay to the Bank letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. a. Subject Upon Borrowers' application from time to the satisfaction time by use of the conditions precedent set forth in Sections 3.01 and 3.02 on the Restatement Effective Date, each Existing Bank's standard form Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject Application Agreement and subject to the terms and conditions hereofprovisions therein and herein set forth, each LC Issuing the Bank agrees to issue Letters standby letters of Credit from time to time credit on behalf of Borrowers under the Revolver Commitment, provided that (i) no letters of credit will be issued on behalf of or on the account of Borrowers with an expiry (expiration) date later than the Revolver Final Maturity Date, except only for letters of credit with one year maturities that contain automatic renewal language approved by the Bank, and (ii) no letter of credit will be issued on behalf of or for the account of Borrowers (y) if at the Borrower (or to extend the stated maturity thereof or to amend or otherwise modify the terms thereof), in an aggregate stated amount not exceeding such LC Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) time of issuance the sum of such the outstanding amount of all Revolver Loans under the Revolver Commitment as evidenced by the Revolver Note plus the unfunded amount of issued but unexpired Letters of Credit together with the face amount of the requested Letter of Credit would exceed the then applicable Revolver Commitment Amount or Green (z) if the sum of the outstanding amount of all Revolver Loans under the Revolver Commitment plus the unfunded amount of issued but unexpired Letters of Credit issued under the Revolver Commitment together with the face amount of the requested Letter of Credit (or would exceed the date of effectiveness of such extension, amendment or other modification) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date of the Lender that is, or is an Affiliate of, such LC Issuing Bank), (ii) the proposed stated amount of such Letter of Credit or Green Letter of Credit, (iii) the name and address of the beneficiary of such Letter of Credit or Green Letter of Credit, (iv) a statement of drawing conditions applicable to such Letter of Credit or Green Letter of Credit and (v) whether such Collateral Borrowing Base then in effect. If any letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit or Green Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City drawn upon at any time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemedamount drawn, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse whether a participation in such Letter of Credit full or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Creditpartial draw thereon, shall be reflected by the Dollar Equivalent thereof) Bank as an advance on the Revolver Note effective as of the aggregate amount available to be drawn date of the Bank's honoring the sight draft. If any letter of credit or letters of credit remain outstanding on the Revolver Final Maturity Date, the Bank, at its option, may make a Revolver Loan advance under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Revolver Commitment of each Lender by in an amount equal to the aggregate face amount of such participationletter(s) of credit to purchase a certificate of deposit to be held by the Bank as additional security for the Indebtedness. In consideration of the Bank's agreement to issue standby letters of credit hereunder, Borrowers agree to pay to the Bank letter of credit issuance fees equal to the greater of (i) two hundred basis points (2.00%) per annum on the face amount of each letter of credit or (ii) $1,000.00 per each such Letter of Credit, together with the Bank's standard letter of credit processing/renewal/amendment fees, which such fee shall be due and payable at the time of issuance of each applicable letter of credit.

Letters of Credit. a. Subject to the satisfaction of the conditions precedent set forth in Sections 3.01 and 3.02 The Issuing Bank agrees, on the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit or Green Letter of Credit, as applicable, issued hereunder. Subject to the terms and conditions hereofhereinafter set forth, each LC Issuing Bank agrees to issue Letters of Credit from time to time for the account of the Borrower from time to time on any Business Day during the period from the Initial Funding Date until sixty (or to extend 60) days before the stated maturity thereof or to amend or otherwise modify the terms thereof), Revolving Credit Termination Date (A) in an aggregate stated amount Available Amount for all Letters of Credit not exceeding such LC to exceed at any time the Issuing Bank’s Fronting Commitment, on not less than two Business Days’ prior notice thereof by delivery 's Letter of a Request Credit Commitment at such time and (B) in an Available Amount for Issuance to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders) and the applicable LC Issuing Bank. Each Request for Issuance shall specify (i) the date (which shall be a Business Day) of issuance of each such Letter of Credit not to exceed an amount equal to (x) the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time minus (y) the aggregate Swing Line Advances outstanding at such time. No Letter of Credit shall have an expiration date (excluding all rights of the Borrower or Green the beneficiary to require renewal) later than the earlier of (A) sixty (60) days before the sixth anniversary of the Initial Funding Date, (B) in the case of Standby Letters of Credit, 365 days after the date of issuance thereof and (C) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof. The foregoing notwithstanding, any Standby Letter of Credit may, by its terms, be automatically renewable annually unless such Issuing Bank shall have notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit (or the date of effectiveness of such extension, amendment or other modificationbut in any event at least thirty (30) and the stated expiry date thereof (which shall be no later than five Business Days prior to the then-scheduled Termination Date date of the Lender that is, or is an Affiliate of, automatic renewal) of its election not to renew such LC Issuing Bank), (ii) the proposed stated amount of such Standby Letter of Credit or Green Letter (a "NOTICE OF TERMINATION"); provided that the terms of Credit, (iii) the name and address of the beneficiary of such each Standby Letter of Credit or Green Letter that is automatically renewable annually shall not permit the expiration date (after giving effect to any renewal) of Credit, (iv) a statement of drawing conditions applicable to such Standby Letter of Credit or Green in any event to be extended to a date later than sixty (60) days before the Revolving Credit Termination Date. If a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit and (v) whether such letter of credit is a Green Letter of Credit, and if such Request for Issuance relates to an amendment or other modification (other than an extension of shall expire on the stated maturity thereof) of a Letter of Credit or Green Letter of Credit, date on which it shall be accompanied by otherwise would have been automatically renewed. Within the consent of the beneficiary limits of the Letter of Credit or Green Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit thereto. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon (New York City time) on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the applicable LC Issuing Bank shall issue (or extend, amend or otherwise modify) such Letter of Credit or Green Letter of Credit and provide notice and a copy thereof to the Administrative Agent, which shall promptly furnish notice thereof to the Lenders. Upon each issuance of a Letter of Credit or Green Letter of Credit by any LC Issuing Bank, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from such LC Issuing Bank without recourse a participation in such Letter of Credit or Green Letter of Credit equal to such Lender’s Percentage (which, in the case of any Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) of the aggregate amount available to be drawn under such Letter of Credit or Green Letter of Credit. Each Letter of Credit or Green Letter of Credit shall utilize the Commitment of each Lender by an amount equal to the amount of such participation.Advances resulting from