Letter of Credit Loans. The Company shall repay to each Issuing Bank and each other Lender which has made a Letter of Credit Loan (including, without limitation, any Letter of Credit Loan arising out of payment of a Letter of Credit issued for the account of a Person other than the Company) the outstanding principal amount of each Letter of Credit Loan made by each of them on demand by the holder thereof (made in writing, or orally and confirmed immediately in writing, by telecopier/fax, telex, cable or electronic mail) and, in any event, on the Final Termination Date (and, with respect to each Lender, on the Termination Date of such Lender). The Company may prepay any Letter of Credit Loan at any time. The Company may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 3.01, 3.02 or 3.03]3] that such payment or prepayment be financed with a Revolving Loan Borrowing, a Competitive Bid Loan Borrowing or Swing Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Competitive Bid Loan or Swing Loan. Each Issuing Bank shall give notice to the Company of the making of any Letter of Credit Loan by such Issuing Bank and of the sale or assignment of any Letter of Credit Loan by it pursuant to [Section 3.04(b)], and each Lender shall give notice to the Company of any sale or assignment of any Letter of Credit Loan by it, in each case on the date on which such transaction takes place.

Letter of Credit Fees. Each Borrower shall pay to the Administrative Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a per annum rate equal to the Letter of Credit Fee Rate in effect from time to time on the outstanding daily maximum amount available to be drawn under such Letter of Credit (except as to documentary Letters of Credit, for which Letter of Credit Fees will be paid at a rate equal to 50% of the Letter of Credit Fee Rate), such fee to be payable in arrears on each Payment Date, on the Revolving Facility Termination Date and, after the Revolving Facility Termination Date (if applicable), on demand. The Company shall also pay to each Issuer for its own account # a fronting fee in the amount agreed to by such Issuer and the Company from time to time, with such fee to be payable in arrears on each Payment Date, and # documentary and processing charges in connection with the issuance or Modification of and draws under Letters of Credit in accordance with such Issuer’s standard schedule for such charges as in effect from time to time.

Letter of Credit Reports. Each Issuing Bank shall furnish # to the Administrative Agent and each [[Organization B:Organization]] (with a copy to the [[Organization A:Organization]]) on the first Business Day of each month a written report summarizing Issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and # to the Administrative Agent and each [[Organization B:Organization]] (with a copy to the [[Organization A:Organization]]) on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing Bank.

Letter of Credit Fees. (i) The [[Organization A:Organization]] agrees to pay to the Administrative Agent for the account of each [[Organization B:Organization]] a commission on such [[Organization B:Organization]]’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time. Accrued Letter of Credit commissions shall be paid on the last Business Day of each March, June, September and December and on the Termination Date (or such later date on which the participations in Letters of Credit of such [[Organization B:Organization]] have been terminated).

Letter of Credit Drawings. The obligations of the [[Organization A:Organization]] under this Agreement and any Letter of Credit Agreement and any other agreement or instrument relating to or any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the [[Organization A:Organization]] is without prejudice to, and does not constitute a waiver of, any rights the [[Organization A:Organization]] might have or might acquire as a result of the payment by any [[Organization B:Organization]] of any draft or the reimbursement by the [[Organization A:Organization]] thereof):

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Letter of Credit Fees. Each Defaulting [[Organization A:Organization]] shall be entitled to receive Letter of Credit Fees for any period during which that [[Organization A:Organization]] is a Defaulting [[Organization A:Organization]] only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to [Section 2.14].

“Loan Documents” means this Agreement, each Note, each Letter of Credit Document, each Designation Letter and each Termination Letter.

Existing Letters of Credit. On the Closing Date, # each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into a Letter of Credit under this Agreement and subject to the provisions hereof as if each such Existing Letter of Credit had been issued on the Closing Date by the L/C Issuer, # each such Existing Letter of Credit shall be included in the calculation of L/C Obligations and Revolving Exposure, # the issuer thereof shall be deemed to be the L/C Issuer with respect to such Existing Letter of Credit and # all liabilities of the Borrowers with respect to such Existing Letters of Credit shall constitute Loan Document Obligations.

“Revaluation Date” means # with respect to any Loan, each of the following: # each date of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency Loan, # each date of a continuation of a Eurocurrency Loan denominated in an Alternative Currency Term Rate Loan pursuant to [Section 2.07(b), and (iii)])] with respect to an Alternative Currency Daily Rate Loan, each Interest Payment Date and # such additional dates as the Administrative Agent shall reasonably determine or the Required [[Organization A:Organization]] shall reasonably require; and # with respect to any Letter of Credit, each of the following: # each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, # each date of any payment by the applicable Issuing Bank under any Letter of Credit denominated in an Alternative Currency and # such additional dates as the Administrative Agent or the applicable Issuing Bank shall reasonably determine or the Required [[Organization A:Organization]] shall reasonably require.