Common use of Limited Clause in Contracts

Limited. By: ---------------------------- AIG EUROPE (UK) LIMITED By: /s/ X.X. Xxxxxxxx ---------------------------- EXHIBIT A-1 [Letterhead of Issuer of Letter of Credit] APRIL , 1996 IRREVOCABLE STANDBY LETTER OF CREDIT NO. BENEFICIARY: AMERICAN INTERNATIONAL GROUP, INC. 00 XXXX XXXXXX XXX XXXX, XXX XXXX 00000 GENTLEMEN: WE HEREBY ESTABLISH IN YOUR FAVOR, AT THE REQUEST AND FOR THE ACCOUNT OF WARRANTECH CORPORATION, 000 XXXXXXXX XXXXXX, XXXXXXXX, XX 00000 OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. (THE "LETTER OF CREDIT") IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**, EFFECTIVE IMMEDIATELY, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY 31, 1996 (THE "EXPIRATION DATE") AT OUR OFFICE LOCATED AT [ ], ATTENTION: COMMERCIAL LOAN DIVISION, STANDBY LETTER OF CREDIT UNIT. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWS: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THAT:

Limited. By: ---------------------------- AIG EUROPE ---------------------------------- Name: -------------------------------- Title: ------------------------------- Attest: ------------------------------ Name: -------------------------------- Title: ------------------------------- [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities described in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: ---------------------------------- Authorized Signatory Dated: NEW ASAT (UKFINANCE) LIMITED By: /s/ X.X. Xxxxxxxx ---------------------------- EXHIBIT A-1 9.25% Series A/3/ Senior Note due 2011 [Letterhead of Issuer of Letter of Credit] APRIL THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, 1996 IRREVOCABLE STANDBY LETTER AND NO TRANSFER OF CREDIT NOTHIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. BENEFICIARY: AMERICAN INTERNATIONAL GROUPUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, INCA NEW YORK CORPORATION (INCLUDING ITS DIRECT AND INDIRECT PARTICIPANTS, "DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. 00 XXXX XXXXXX XXX XXXXOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, XXX XXXX 00000 GENTLEMEN: WE HEREBY ESTABLISH IN YOUR FAVORAND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AT ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REQUEST AND FOR REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.]/4/ ["THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE ACCOUNT U.S. SECURITIES ACT OF WARRANTECH CORPORATION1933, 000 XXXXXXXX XXXXXX, XXXXXXXX, XX 00000 OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. AS AMENDED (THE "LETTER SECURITIES ACT"), OR THE SECURITIES LAWS OF CREDIT") IN AN AMOUNT NOT TO EXCEED ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, EFFECTIVE IMMEDIATELYOR NOT SUBJECT TO SUCH REGISTRATION. BY ITS ACQUISITION OF THIS SECURITY OR A BENEFICIAL INTEREST HEREIN, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY 31, 1996 (THE "EXPIRATION DATE") AT OUR OFFICE LOCATED AT [ ], ATTENTION: COMMERCIAL LOAN DIVISION, STANDBY LETTER OF CREDIT UNIT. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWS: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THATHOLDER:

Limited. By: ------------------------------ Name: ----------------------------- Title: ---------------------------- AIG EUROPE STATE STREET BANK AND TRUST COMPANY By: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT A TO CONTROL AGREEMENT AMONG ST. XXXX REINSURANCE COMPANY LIMITED, PLATINUM RE (UK) LIMITED By: /s/ X.X. Xxxxxxxx ---------------------------- AND STATE STREET BANK AND TRUST COMPANY FORM OF THE SECURITY AGREEMENT [See attached] EXHIBIT A-1 B TO CONTROL AGREEMENT AMONG ST. XXXX REINSURANCE COMPANY LIMITED, PLATINUM RE (UK) LIMITED AND STATE STREET BANK AND TRUST COMPANY [Letterhead of Issuer of Letter of CreditParty A] APRIL , 1996 IRREVOCABLE STANDBY LETTER OF CREDIT NO. BENEFICIARY: AMERICAN INTERNATIONAL GROUP, INC. 00 XXXX XXXXXX XXX XXXX, XXX XXXX 00000 GENTLEMEN: WE HEREBY ESTABLISH IN YOUR FAVOR, AT THE REQUEST AND FOR THE ACCOUNT OF WARRANTECH CORPORATION, [Date] State Street Bank and Trust Company 000 XXXXXXXX XXXXXX, XXXXXXXXXxxxxxxxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000 OUR IRREVOCABLE STANDBY LETTER Attention: Vice President, Insurance Services NOTICE OF CREDIT NO. EXCLUSIVE CONTROL We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of _____________, 2002 (THE as from time to time amended and supplemented, the "LETTER OF CREDITCONTROL AGREEMENT") IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**among the undersigned, EFFECTIVE IMMEDIATELYPlatinum Re (UK) Limited (together with its successors and assigns, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY 31, 1996 (THE "EXPIRATION DATEPARTY B") AT OUR OFFICE LOCATED AT [ ]and you, ATTENTIONas Custodian, that you (i) shall not follow any instructions or entitlement orders of Party B with respect to the Collateral or the Collateral Accounts held by you for Party B, and (ii) unless and until otherwise expressly instructed by the undersigned, shall exc1usive]y follow the entitlement orders and instructions of the undersigned with respect to the Collateral or the Collateral Accounts. Very truly yours, St. Xxxx Reinsurance Company Limited. By: COMMERCIAL LOAN DIVISION__________________________ Authorized Signatory cc: EXHIBIT C TO CONTROL AGREEMENT AMONG ST. XXXX REINSURANCE COMPANY LIMITED, STANDBY LETTER OF CREDIT UNITPLATINUM RE (UK) LIMITED AND STATE STREET BANK AND TRUST COMPANY AUTHORIZED PERSONS FOR ST. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWS: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THAT:XXXX REINSURANCE COMPANY LIMITED State Street Bank and Trust Company is directed to accept and act upon written instructions received from any one of the following persons at St. Xxxx Reinsurance Company Limited Name Telephone/Fax Number Signature ---- -------------------- ---------

Limited. By: ---------------------------- AIG EUROPE (UK) --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ PARENT ENTITIES For and on behalf of: THE HSBC PRIVATE EQUITY FUND 2 LIMITED By: /s/ X.X. Xxxxxxxx ---------------------------- --------------------------------------- Name: ------------------------------------- Title: As attorney in fact For and on behalf of: THE HSBC PRIVATE EQUITY FUND, L.P. By: --------------------------------------- Name: ------------------------------------- Title: As attorney in fact TAIWAN MASK CORP. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ BLUE WATERS VENTURES INTERNATIONAL, LTD. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ SCHEDULE I ------------------------------------------------------------------ SELLER NUMBER OF OPTION SHARES HELD ------------------------------------------------------------------ Photo (L) Limited 208,257 ------------------------------------------------------------------ Mask (L) Limited 419,886 ------------------------------------------------------------------ Lakeway (L) Limited 309,881 ------------------------------------------------------------------ March (L) Limited 61,976 ------------------------------------------------------------------ TOTAL 1,000,000 ------------------------------------------------------------------ EXHIBIT A-1 [Letterhead A --------- PUT OPTION NOTICE (To be signed only upon exercise of Issuer Put Option) To: Purchaser: _______________ (the "Seller"), pursuant to the Put/Call Option Agreement dated as of Letter of Credit] APRIL August 21, 1996 IRREVOCABLE STANDBY LETTER OF CREDIT NO. BENEFICIARY: AMERICAN INTERNATIONAL GROUP, INC. 00 XXXX XXXXXX XXX XXXX, XXX XXXX 00000 GENTLEMEN: WE HEREBY ESTABLISH IN YOUR FAVOR, AT THE REQUEST AND FOR THE ACCOUNT OF WARRANTECH CORPORATION, 000 XXXXXXXX XXXXXX, XXXXXXXX, XX 00000 OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. 2001 (THE "LETTER OF CREDITAgreement") IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**between the Seller and Purchaser ("Purchaser"), EFFECTIVE IMMEDIATELY, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY 31, 1996 hereby irrevocably elects to exercise a right represented by the Put Option (THE as defined in the Agreement) to sell to the Purchaser _______________ shares of Common Stock of PKL Limited (the "EXPIRATION DATEOption Shares") AT OUR OFFICE LOCATED AT [ ]in exchange for $__________ payable in cash, ATTENTION: COMMERCIAL LOAN DIVISIONor such other consideration as the parties may agree. The undersigned hereby covenants to cause such shares to be transferred to Purchaser by delivery of the certificate or certificates representing such Option Shares duly endorsed for transfer or accompanied by a stock power, STANDBY LETTER OF CREDIT UNITand that all other actions be taken as are reasonably necessary to transfer title to such other property subject to the Put Option. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENTIn addition, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWS: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THATthe Seller represents and warrants as follows:

Limited. By: ---------------------------- AIG EUROPE --------------------------------- Name: Title: APW ENCLOSURES LIMITED By: --------------------------------- Name: Title: APW FINANCE LIMITED By: --------------------------------- Name: Title: APW GALWAY LIMITED By: --------------------------------- Name: Title: APW HOLDING B.V. By: --------------------------------- Name: Title: APW HOLDINGS (UKEUROPE) LIMITED By: /s/ X.X. Xxxxxxxx ---------------------------- EXHIBIT A-1 [Letterhead of Issuer of Letter of Credit] APRIL , 1996 IRREVOCABLE STANDBY LETTER OF CREDIT NO--------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement APW INVESTMENTS UK LIMITED By: --------------------------------- Name: Title: APW MAYVILLE LLC By: --------------------------------- Name: Title: APW NETHERLANDS B.V. By: --------------------------------- Name: Title: APW NEW FOREST LIMITED By: --------------------------------- Name: Title: APW NORTH AMERICA INC. BENEFICIARYBy: AMERICAN INTERNATIONAL GROUP--------------------------------- Name: Title: APW POWER SUPPLIES AS By: --------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement APW POWER SUPPLIES LTD. By: --------------------------------- Name: Title: APW PRODUCTS AND SYSTEMS B.V. By: --------------------------------- Name: Title: APW-ERIE, INC. 00 By: --------------------------------- Name: Title: ASPEN MOTION TECHNOLOGIES INC. By: --------------------------------- Name: Title: C FAB DEVELOPMENTS LTD. By: --------------------------------- Name: Title: CIPRESMAD HUNGARY GROUP FINANCING LLC By: --------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement XXXX INDUSTRIES INC. By: --------------------------------- Name: Title: ELECTRONIC SOLUTIONS By: --------------------------------- Name: Title: XXXXXXXX ELECTRONICS LIMITED By: --------------------------------- Name: Title: XXXXXXXX SECURITY SYSTEMS LTD. By: --------------------------------- Name: Title: INNOVATIVE METAL FABRICATION, INC. By: --------------------------------- Name: Title: J XXXXXXX MANUFACTURING (IRELAND) LTD. By: --------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement XXXXXX XXX XXXXMIDWEST CORPORATION By: --------------------------------- Name: Title: XXXXXX WEST INC. By: --------------------------------- Name: Title: PRECISION FABRICATION TECHNOLOGIES INC. By: --------------------------------- Name: Title: TOWERFLAME LIMITED By: --------------------------------- Name: Title: XXXXXX LINE EUROPE B.V. By: --------------------------------- Name: Title: XXXXXX LINE LIMITED By: --------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement XXXXXX LINE LLC (formerly known as APW Xxxxxx Line LLC) By: --------------------------------- Name: Title: ZERO-EAST DIVISION, XXX XXXX 00000 GENTLEMENZERO CORPORATION By: WE HEREBY ESTABLISH IN YOUR FAVOR--------------------------------- Name: Title: Guarantor Consent to First Amendment to Term Loan Agreement Schedule 4.2(c)(vi) Investment in Non-Guarantor Locations Additional Investment in China $5,600,000 APW Shanghai Ltd. (PRC) was originally incorporated in China with $10 million of registered capital. The agreement with the Chinese authorities, AT THE REQUEST AND FOR THE ACCOUNT OF WARRANTECH CORPORATIONin exchange for receiving the land for free, 000 XXXXXXXX XXXXXXis to fully satisfy the registered capital requirement by January 2003. To date, XXXXXXXXAPW Shanghai has $4.4 million of capital, XX 00000 OUR IRREVOCABLE STANDBY LETTER OF CREDIT NOthus requiring an additional $5.6 million by January 2003. (THE "LETTER OF CREDIT") IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**The current plan is to satisfy the $5.6 million capital requirement by capitalizing the $4.5 million inter-company loan between APW Shanghai Ltd. and APW Hungary and providing an additional $1.1 million of cash. Although not yet provided in writing, EFFECTIVE IMMEDIATELYAPW has received verbal approval to extend the timing of the required capitalization to June 2003. Additional Investment in Poland $1,900,000 for transfer of equipment $1,600,000 for start-up, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY working capital The expansion into Bydgoszcz and Plonsk will require $1.6 million of cash for start-up costs, working capital requirements, salaries, lease, etc. In addition, $1.9 million of idle equipment will be transferred to the Plonsk facility by February 2003. Repurchase of Hong Kong share capital during 2003 Third Fiscal Quarter $2,000,000 In February 2001, APW and Xxxxxxx Xxxx signed an agreement for APW to purchase the 50% share of the business from Xx. Xxxx. Valuation of this 50% share was established as 6X EBIT as of December 31, 1996 (THE "EXPIRATION DATE") AT OUR OFFICE LOCATED AT [ ]2000 x 50% or $2 million. Timing of this transaction has been delayed as APW has investigated the possibility that the contract may have been non-binding. Although APW continues to pursue other avenues to reduce or eliminate this obligation, ATTENTION: COMMERCIAL LOAN DIVISIONlegal counsel has advised that the contract is legally binding and must be satisfied. Timing is expected to be Q2 of FY 03. Repurchase of Singapore share capital during 2003 Third Fiscal Quarter $4,000,000 In March 2000, STANDBY LETTER OF CREDIT UNITAPW and Xxxx Xxx signed an agreement for APW to purchase a 52% stake in the Singapore operations. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWS: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THAT:The deal included an option for Xx. Xxx to put the 48% of the business he owns back to APW based on several valuation calculations. Xx. Xxx exercised his put option in September 2001 with a required payment of $4 million. APW has pursued other

Limited. By: ---------------------------- AIG EUROPE (UK) LIMITED Ares Private Account Management I, L.P., as Sub-Manager By: Ares Private Account Management I GP, LLC, as General Partner By: Ares Management LLC, as Manager By: /s/ X.X. Xxxx Xxxxx Name: XXXX XXXXX Title: VICE PRESIDENT Liberty Mutual Insurance Company, as Lender By /s/ Xxxxxx Xxxxxxxx ---------------------------- EXHIBIT A-1 [Letterhead Name: Xxxxxx Xxxxxxxx Title: Vice President Liberty Mutual Fire Insurance Company, as Lender By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Employers Insurance Company of Issuer Wausau, as Lender By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Landmark VIII CLO, Limited By: Aladdin Capital Management, LLC as Lender By /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Authorized Signatory Landmark IX CLO, Limited By: Aladdin Capital Management, LLC as Lender By /s/ Xxxxx Xxxx-Xxxxxx Name: Xxxxx Xxxx-Xxxxxx Title: Authorized Signatory Deutsche Bank Trust Company, Americas as Lender By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director ORIX Finance Corp., as Lender By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director XXXXXX FLOATING RATE INCOME FUND By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX BANK LOAN FUND (CAYMAN) MASTER FUND, a series of Letter the XXXXXX OFFSHORE MASTER SERIES TRUST, by The Xxxxxx Advisory Company, LLC By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President BOSTON HARBOR CLO 2004-1, Ltd. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX VARIABLE TRUST — PVT HIGH YIELD FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX HIGH YIELD ADVANTAGE FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX HIGH YIELD TRUST By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND By: The Xxxxxx Advisory Company, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX MASTER INTERMEDIATE INCOME TRUST By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX PREMIER INCOME TRUST By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. XXXXXX VARIABLE TRUST — PVT HIGH YIELD FUND By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: V.P. ACCT# — Asset Conservative XXXXXX INVESTMENT MANAGEMENT LLC, on behalf of Credit] APRIL its series, 1996 IRREVOCABLE STANDBY LETTER OF ASSET ALLOCATION CONSERVATIVE by Xxxxxx Investment Management, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President ACCT #256 — Asset Balance XXXXXX ASSET ALLOCATION FUND: BALANCED PORTFOLIO By Xxxxxx Investment Management, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President ACCT #644 — Income Fund XXXXXX FUNDS TRUST, on behalf of its series, XXXXXX INCOME FUND by Xxxxxx Investment Management, LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President Ballantyne Funding LLC as Lender By: /s/ Xxxxxxx X. Roof Name: Xxxxxxx Xxxx Title: Vice President XXXXX CAPITAL MANAGEMENT 18866500 XXXXX CAPITAL MANAGEMENT 13923601 as Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory NACM CLO I as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President, Authorized Signatory Great Springs SPIRET Loan Trust By: Wilmington Trust Company not in its individual capacity but solely as trustee as Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Financial Services Officer Airlie CLO 2006-II, Ltd as Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Portfolio Manager Northgate B.V. as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-In-Fact Yorkville CBNA Loan Funding LLC, for itself or as agent for Yorkville CFPI Loan Funding LLC as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-In-Fact Bismarck CBNA Loan Funding, LLC as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-In-Fact Alaska CBNA Loan Funding LLC, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-In-Fact FORTRESS CREDIT NOINVESTMENTS I LTD. BENEFICIARYBy: AMERICAN INTERNATIONAL GROUP/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory FORTRESS CREDIT INVESTMENTS II LTD. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory Highland Floating Rate Advantage Fund as Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President HIGHLAND FLOATING RATE FUND as Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President Pacific Select Fund-Floating Rate Loan Portfolio as Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President Pioneer Floating Rate Trust as Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Senior Vice President Brentwood CLO Ltd, By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Loan Funding IV LLC By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Eastland CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Gleneagles CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Xxxxxxx CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Greenbriar CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Highland Credit Opportunities CDO Ltd By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Highland Loan Funding V Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Highland Offshore Partners, L.P. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Jasper CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Liberty CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Loan Star State Trust By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Red River CLO Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Rockwall CDO LTD. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Rockwall CDO II Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner as Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Southfork CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner as Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Stratford CLO, Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc., Its General Partner as Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Loan Funding VII LLC By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner as Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Westchester CLO, Ltd. By: Highland Capital Management, L.P., As Servicer By: Strand Advisors, Inc., Its General Partner as Lender By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Operating Officer Toronto Dominion (New York) LLC as Lender By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory By: Callidus Debt Partners CLO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal By: Callidus Debt Partners CLO Fund III Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal By: Callidus Debt Partners CLO Fund IV Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal By: Callidus Debt Partners CLO Fund V, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal By: Callidus Debt Partners CLO Fund VII, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal By: MAPS CLO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC as Lender By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Principal Emerald Orchard Limited as Lender By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory Strand Funding as Lender By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory PROSPECT PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory UNION SQUARE CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory LAFAYETTE SQUARE CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory LOAN FUNDING VI LLC, for itself or as agent for Corporate Loan Funding VI LLC By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory MONUMENT PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory INWOOD PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Signatory CITIBANK N.A. as Lender By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: ATTORNEY-IN-FACT THE XXXXXX XXXXXX SENIOR LOAN FUND II LLC By: Xxxxxx, Xxxxxx & Company, L.P., Its Managing Member By: Xxxxxx, Xxxxxx & Company, Inc., Its General Partner By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Grand Central Asset Trust, HLD Series as Lender By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-in-fact Everest Funding L.L.C. as Lender By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Assistant Vice President Harbour Town Funding LLC, as Lender By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Assistant Vice President LL Double Eagle Funding LLC, as Lender By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Agent Orix Funding LLC, as Lender By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Assistant Vice President Citicorp NA Inc. as Lender By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Bear Xxxxxxx Institutional Loan Master Fund By: Bear Xxxxxxx Asset Management Inc. as its attorney-in-fact as Lender By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director Gallatin CLO III 2007-1, Ltd. As Assignee By: Bear Xxxxxxx Asset Management, Inc. as its Collateral Manager as Lender By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director GALLATIN CLO II 2005-1 LTD. By: BEAR XXXXXXX ASSET MANAGEMENT INC. 00 XXXX XXXXXX XXX XXXXAS ITS COLLATERAL MANAGER as Lender By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director Gallatin Funding I Ltd. By: Bear Xxxxxxx Asset Management Inc. as its Collateral Manager as Lender By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director Grayston CLO II 2004-1 LTD. By: Bear Xxxxxxx Asset Management, XXX XXXX 00000 GENTLEMENInc., as its Collateral Manager as Lender By /s/ Xxxxx Xxxxxxxxxx Name: WE HEREBY ESTABLISH IN YOUR FAVORXxxxx Xxxxxxxxxx Title: Managing Director Bear Xxxxxxx Loan Trust By: Bear Xxxxxxx Asset Management, AT THE REQUEST AND FOR THE ACCOUNT OF WARRANTECH CORPORATIONInc., 000 XXXXXXXX XXXXXXas its attorney-in-fact as Lender By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director Sky CBNA Loan Funding LLC as Lender By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Officer Variable Insurance Products Fund V: Strategic Income Portfolio as Lender By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Treasurer Natixis, XXXXXXXXas Lender By /s/ Xxxxxx X. Xxxxxx XX Name: Xxxxxx X. Xxxxxx XX Title: Director By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director DEUTSCHE BANK AG NEW YORK BRANCH as Lender By: DB Services New Jersey, XX 00000 OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. (THE "LETTER OF CREDIT") IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE U.S. DOLLARS ONE MILLION FOUR HUNDRED EIGHTY THOUSAND AND 00/100 **U.S.$1,480,000.00**, EFFECTIVE IMMEDIATELY, AND EXPIRING AT OUR CLOSE OF BUSINESS ON JULY 31, 1996 (THE "EXPIRATION DATE") AT OUR OFFICE LOCATED AT [ ], ATTENTIONInc. By /s/ Xxxxxx Xxxxxxxx Name: COMMERCIAL LOAN DIVISION, STANDBY LETTER OF CREDIT UNIT. FUNDS UNDER THIS IRREVOCABLE STANDBY LETTER OF CREDIT ARE AVAILABLE TO BENEFICIARY OR ITS TRANSFEREE AS HEREIN PROVIDED ( THE "TRANSFEREE") BY PAYMENT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND ENDING ON THE EXPIRATION DATE BY BENEFICIARY'S OR TRANSFEREE'S PRESENTATION AT OUR OFFICE STIPULATED HEREIN OF THEIR DRAFT(S) DRAWN AT SIGHT ON OURSELVES AND ACCOMPANIED BY A WRITTEN CERTIFICATE SIGNED BY BENEFICIARY OR TRANSFEREE READING AS FOLLOWSXxxxxx Xxxxxxxx Title: "THE UNDERSIGNED BEING DULY AUTHORIZED DOES HEREBY CERTIFY THAT:Vice President By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President