Common use of Procedures for Issuance and Amendment of Letters of Credit Clause in Contracts

Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request to the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for a Letter of Credit or an amendment to a Letter of Credit must be received by the Issuing Bank and the Facility Agent not later than 1.00 p.m., at least five Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means reasonably acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); ; (iii3) the nature of the proposed amendment; and and (iv4) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (f) The relevant . Additionally, the applicable Borrower Party shall furnish to the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any Issuer Documents, as the Issuing Bank Letter of Credit Issuer or the Facility Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment Extension relating to a Letter of Credit, the Issuing Bank Letter of Credit Issuer will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request for Credit Extension from the relevant a Borrower Party and, if not, the Issuing Bank Letter of Credit Issuer will provide the Facility Administrative Agent with a copy thereof. . The Letter of Credit Issuer shall also promptly notify each Funding Agent (hwhich in turn shall promptly notify each Committed Lender in its Lender Group) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Credit Extension and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Committed Lender, Administrative Agent or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment to a of the applicable Letter of Credit is permitted Credit, that one or more applicable conditions contained in accordance with the terms of this AgreementSection 7 shall not then be satisfied, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Letter of Credit Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer. (iiii) The amount of each Lender’s share If a Borrower Party so requests in any requested applicable Request for Letter of Credit, the Letter of Credit will be Issuer may, in its Pro Rata Share sole and reasonable discretion, agree to issue a Letter of the Revolving Credit Commitments on the proposed Utilisation Date for that has automatic extension provisions (each, an “Auto Extension Letter of Credit.”); provided that any such Auto Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof and the Borrower (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (jiv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Letter of Credit Issuer will also deliver to relevant the applicable Borrower Party and the Facility Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a the Borrower by delivering a duly completed Request delivered to the Issuing Bank Lender (with a copy to the Facility Administrative Agent). (b) Each Request for in the form of a Letter of Credit or an amendment to a Application, appropriately completed and signed by the Borrower. The Letter of Credit Application must be received by the Issuing Bank Lender and the Facility Administrative Agent not later than 1.00 p.m., 9:00 a.m. at least five Business Days (or such later date and time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) applicable. In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Bank: Lender: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); , (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof, (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof, (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; , (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; , (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and thereunder and (ixG) such other matters as the Issuing Bank Lender may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such Request Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: Lender (i1) the Letter of Credit to be amended; , (ii2) the proposed date of amendment thereof (which shall be a Business Day); , (iii3) the nature of the proposed amendment; and amendment and (iv4) such other matters as the Issuing Bank Lender may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of CreditApplication, the Issuing Bank Lender will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request Letter of Credit Application from the relevant Borrower and, if not, the Issuing Bank Lender will provide the Facility Administrative Agent with a copy thereof. (h) . Upon receipt by the Issuing Bank Lender of confirmation from the Facility Administrative Agent that the Request for a Letter of Credit requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Lender shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLender’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Lender will also deliver to relevant the Borrower and the Facility Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request delivered to Agent in the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent not later than 1.00 p.m.11:00 a.m., New York time, at least five Business Days (or such later date and time as the Issuing Bank Agent may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, Application by Agent at the Issuing Bank will confirm with the Facility Agent (by telephone or address set forth in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request Schedule 10.02 for a receiving Letter of Credit Applications and related correspondence, if the requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Agent shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankAgent’s usual and customary business practices. (i) The amount . Immediately upon the issuance of each Lender’s share Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent a risk participation in any requested such Letter of Credit will be its in an amount equal to the product of such Lender’s Pro Rata Share times the amount of the Revolving Credit Commitments on the proposed Utilisation Date for that such Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Agent will also deliver to relevant Borrower a true and the Facility Agent a complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a the Borrower by delivering a duly completed Request delivered to the Issuing Bank Lender (with a copy to the Facility Administrative Agent). (b) Each Request for in the form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Authorized Officer of the Borrower. The Letter of Credit Application must be received by the Issuing Bank Lender and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five two Business Days (or such later date and time as the Issuing Bank Lender may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) applicable. In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Issuing Bank: Lender: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); , (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; currency thereof, (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof, (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; , (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; , (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and thereunder and (ixG) such other matters as the Issuing Bank Lender may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such Request Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: Lender (i1) the Letter of Credit to be amended; , (ii2) the proposed date of amendment thereof (which shall be a Business Day); , (iii3) the nature of the proposed amendment; and amendment and (iv4) such other matters as the Issuing Bank Lender may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of CreditApplication, the Issuing Bank Lender will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request Letter of Credit Application from the relevant Borrower and, if not, the Issuing Bank Lender will provide the Facility Administrative Agent with a copy thereof. (h) . Upon receipt by the Issuing Bank Lender of confirmation from the Facility Administrative Agent that the Request for a Letter of Credit requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Lender shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLender’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Lender will also deliver to relevant the Borrower and the Facility Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); ; (iii3) the nature of the proposed amendment; and and (iv4) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (f) The relevant . Additionally, the applicable Borrower Party shall furnish to the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any Issuer Documents, as the Issuing Bank Letter of Credit Issuer or the Facility Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment Extension relating to a Letter of Credit, the Issuing Bank Letter of Credit Issuer will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request for Credit Extension from the relevant a Borrower Party and, if not, the Issuing Bank Letter of Credit Issuer will provide the Facility Administrative Agent with a copy thereof. . The Letter of Credit Issuer shall also promptly notify each Funding Agent (hwhich in turn shall promptly notify each Committed Lender in its Lender Group) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Credit Extension and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Committed Lender, Administrative Agent or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment to a of the applicable Letter of Credit is permitted Credit, that one or more applicable conditions contained in accordance with the terms of this AgreementSection 7 shall not then be satisfied, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Letter of Credit Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion. (iiii) The amount of each Lender’s share If a Borrower Party so requests in any requested applicable Request for Letter of Credit, the Letter of Credit will be Issuer may, in its Pro Rata Share sole and reasonable discretion, agree to issue a Letter of the Revolving Credit Commitments on the proposed Utilisation Date for that has automatic extension provisions (each, an “Auto-Extension Letter of Credit.”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.8(a) or otherwise); or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.2 and, if applicable, Section 7.3, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (jiv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Letter of Credit Issuer will also deliver to relevant the applicable Borrower Party and the Facility Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); ; (iii3) the nature of the proposed amendment; and and (iv4) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (f) The relevant . Additionally, the applicable Borrower Party shall furnish to the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any Issuer Documents, as the Issuing Bank Letter of Credit Issuer or the Facility Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment Extension relating to a Letter of Credit, the Issuing Bank Letter of Credit Issuer will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request for Credit Extension from the relevant a Borrower Party and, if not, the Issuing Bank Letter of Credit Issuer will provide the Facility Administrative Agent with a copy thereof. . The Letter of Credit Issuer shall also promptly notify each Funding Agent (hwhich in turn shall promptly notify each Committed Lender in its Lender Group) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Credit Extension and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Committed Lender, Administrative Agent or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment to a of the applicable Letter of Credit is permitted Credit, that one or more applicable conditions contained in accordance with the terms of this AgreementArticle 7 shall not then be satisfied, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Letter of Credit Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the satisfaction of Administrative Agent and Letter of Credit Issuer, in their respective sole discretion. (iiii) The amount of each Lender’s share If a Borrower Party so requests in any requested applicable Request for Letter of Credit, the Letter of Credit will be Issuer may, in its Pro Rata Share sole and reasonable discretion, agree to issue a Letter of the Revolving Credit Commitments on the proposed Utilisation Date for that has automatic extension provisions (each, an “Auto-Extension Letter of Credit.”); provided that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (jiv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Letter of Credit Issuer will also deliver to relevant the applicable Borrower Party and the Facility Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Borrowers delivered to L/C Issuer in the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Responsible Officer of Borrowers. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent L/C Issuer not later than 1.00 p.m.11:00 a.m., Central Time, at least five two Business Days (or such later date and time as the Issuing Bank L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, Application by L/C Issuer at the Issuing Bank will confirm with the Facility Agent (by telephone or address set out in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request Schedule 10.02 for a receiving Letter of Credit Applications and related correspondence, if the requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank L/C Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant Borrower account of Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankL/C Issuer’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank L/C Issuer will also deliver to relevant Borrower Borrowers a true and the Facility Agent a complete copy of such Letter of Credit or amendment. (iv) If Borrowers so request in any applicable Letter of Credit Application, L/C Issuer may, in it sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to Borrowers and the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided that such Nonrenewal Notice Date shall not be later than the date thirty (30) days prior to the current expiration date of such Auto-Renewal Letter of Credit unless an Event of Default has occurred and is continuing, in which event such notice may be provided at any time. Unless otherwise directed by L/C Issuer, Borrowers shall not be required to make a specific request to L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, L/C Issuer shall be deemed to have authorized (but may not require) the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date. Notwithstanding anything to the contrary contained herein, L/C Issuer shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Borrowers delivered to L/C Issuer in the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Responsible Officer of Borrowers. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent L/C Issuer not later than 1.00 p.m.11:00 a.m., Central Time, at least five two Business Days (or such later date and time as the Issuing Bank L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, Application by L/C Issuer at the Issuing Bank will confirm with the Facility Agent (by telephone or address set out in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request Schedule 10.02 for a receiving Letter of Credit Applications and related correspondence, if the requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank L/C Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant Borrower account of Borrowers or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankL/C Issuer’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank L/C Issuer will also deliver to relevant Borrower Borrowers a true and the Facility Agent a complete copy of such Letter of Credit or amendment. (iv) If Borrowers so request in any applicable Letter of Credit Application, L/C Issuer may, in it sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to Borrowers and the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided that such Nonrenewal Notice Date shall not be later than the date thirty (30) days prior to the current expiration date of such Auto-Renewal Letter of Credit unless an Event of Default has occurred and is continuing, in which event such notice may be provided at any time. Unless otherwise directed by L/C Issuer, Borrowers shall not be required to 1335940v11 make a specific request to L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, L/C Issuer shall be deemed to have authorized (but may not require) the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date or the Tranche B Letter of Credit Expiration Date, as applicable. Notwithstanding anything to the contrary contained herein, L/C Issuer shall have no obligation to permit the renewal of any Auto-Renewal Letter of Credit at any time.

Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request to the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for a Letter of Credit or an amendment to a Letter of Credit must be received by the Issuing Bank and the Facility Agent not later than 1.00 1:00 p.m., at least five Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of AmericaAmerica N.A., N.A. Hong Kong Branch or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of AmericaAmerica N.A., N.A. Hong Kong Branch to the Company prior to the date of this Agreement (or such other form as the Company and Bank of AmericaAmerica N.A., N.A. Hong Kong Branch (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request delivered to Agent in the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent not later than 1.00 p.m.11:00 a.m., New York time, at least five two (2) Business Days (or such later date and time as the Issuing Bank Agent may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, Application by Agent at the Issuing Bank will confirm with the Facility Agent (by telephone or address set forth in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request Schedule 10.2 for a receiving Letter of Credit Applications and related correspondence, if the requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Agent shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s Agent's usual and customary business practices. (i) The amount . Immediately upon the issuance of each Lender’s share in any requested Letter of Credit will in accordance with the terms of this Agreement, each Lender shall be its deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent an undivided risk participation in such Letter of Credit and all related L/C Obligations in an amount equal to the product of such Lender's Pro Rata Share times the amount of the Revolving Credit Commitments on the proposed Utilisation Date for that such Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Agent will also deliver to relevant Borrower a true and the Facility Agent a complete copy of such Letter of Credit or amendment. (iv) Agent shall give Lenders prompt notice of the issuance, material amendment or extension of each Letter of Credit and to the extent such Letter of Credit is issued in an Optional Currency, Agent shall advise Lenders as to the Equivalent Value in Dollars of such Letter of Credit

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter The Borrower shall notify the Issuing Bank of any Letters of Credit shall to be issued or amended, as the case may be, upon by the request of a Borrower by delivering a duly completed Request delivery to the Issuing Bank (with a copy to the Facility Administrative Agent) of a written request (which may be delivered by telecopier or electronic transmission). (b) Each Request , substantially in the form of Exhibit C, or such other form as may be approved by the Issuing Bank, for the issuance of a Letter of Credit in the form attached as Exhibit B, or an amendment such other form as may be reasonably acceptable to a Letter of Credit must be received by the Issuing Bank and the Facility Borrower (each, a “Request for Issuance”), signed by an Authorized Officer of the Applicant(s). Such Request for Issuance must be delivered by the Borrower to the Issuing Bank and the Administrative Agent not reasonably in advance of the requested Issuance Date and in no event later than 1.00 p.m., at least five 12:00 noon (New York time) on the second Business Days Day prior to the applicable Issuance Date (or such later date and shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) ). In the case of the initial Letter of Credit to be issued, the Borrower may submit the Request for Issuance up to two Business Days prior to the proposed Utilisation Effective Date or as if this Agreement had been effective on the date of amendment, as the case may be. (c) Borrower submitted such Request for Issuance. In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Issuance shall specify specify, in form and detail reasonably satisfactory to the Issuing Bank: : (i1) the proposed Utilisation Issuance Date of the requested Letter of Credit Credit; (which shall be a Business Day); (ii2) the face amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iii3) the Expiry Date thereof which must be a expiration date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the such Letter of Credit which shall name not exceed the Issuing Bank as loss payee; expiration date contemplated in Section 2.01(a)(iii)(4); (vi4) the name and address of the beneficiary thereof; (vii) the documents documents, if any, to be presented by such beneficiary the Beneficiary in case of any drawing thereunder; ; (viii5) the full text of any certificate to be presented by such beneficiary the Beneficiary in case of any drawing thereunder; and and (ix6) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such Request for Issuance shall specify or include, in form and detail reasonably satisfactory to the Issuing Bank: : (iw) the Letter of Credit to be amended; ; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iiix) the nature of the proposed amendment; and (ivy) the proposed Business Day on which such amendment would be effected, and (z) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower . Additionally, the Applicant shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of CreditIssuance, the Issuing Bank will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request for Issuance from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Administrative Agent with a copy thereof. (h) Upon receipt by . Unless the Issuing Bank has received written notice from any Lender or the Administrative Agent, no later than 3:00 p.m. (New York time) one Business Day prior to the requested date of confirmation from issuance or amendment of the Facility Agent that the Request for a applicable Letter of Credit Credit, that one or amendment to a Letter of Credit is permitted more applicable conditions contained in accordance with the terms of this AgreementArticle IV have not then been satisfied, then, subject to the terms and conditions hereof and of this Agreementthe other Loan Documents, the Issuing Bank shall, on the requested Utilisation Datedate, issue a the applicable Letter of Credit for the relevant account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereofBeneficiary, the Issuing Bank will also deliver to relevant the Borrower and the Facility Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means reasonably acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (a) Each Letter of Credit shall be issued or amended, as Whenever the case may be, upon the request of a Borrower by delivering a duly completed Request to the desires that any Issuing Bank (with a copy to the Facility Agent). (b) Each Request for issue a Letter of Credit (or the amendment, renewal or extension (other than automatic renewals or extensions) of an amendment to a outstanding Letter of Credit must be received by Credit), the Borrower shall give to the applicable Issuing Bank and the Facility Administrative Agent not later than 1.00 p.m., at least five three (3) Business Days Days’ prior written notice (or such later date and time shorter period as the may be agreed upon in writing by such Issuing Bank may agree in a particular instance in its sole discretionand the Borrower) prior to specifying (A) the date on which the proposed Utilisation Date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory is to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit be issued, amended, renewed or extended (which shall be a Business Day); , (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof, (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; , (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; , (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and , (ixG) the purpose and nature of the requested Letter of Credit, and (H) such other matters as the such Issuing Bank may reasonably require. require (d) For as long as the Issuing Bank is Bank of Americaany such notice, N.A. or any of its Affiliates: (i) each a “Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in Credit”). If requested by the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as applicable Issuing Bank) may agree from time to time). (e) In , the case Borrower shall also submit documentation on such Issuing Bank’s standard form in connection with any request for the issuance, amendment, renewal or extension of a Request for an amendment to a Letter of Credit, such Request shall specify provided that in form and detail satisfactory to the Issuing Bank: (i) event of a conflict or inconsistency between the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy terms of such Request from the relevant Borrower anddocumentation and this Agreement, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the Agreement shall supersede any inconsistent or contrary terms in such documentation and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practicesAgreement shall control. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means reasonably acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and and (ixG) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such the related Request for Credit Extension shall specify in form and detail satisfactory to the Issuing Bank: Letter of Credit Issuer: (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); ; (iii3) the nature of the proposed amendment; and and (iv4) such other matters as the Issuing Bank Letter of Credit Issuer may reasonably require. (f) The relevant . Additionally, the applicable Borrower Party shall furnish to the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any Issuer Documents, as the Issuing Bank Letter of Credit Issuer or the Facility Administrative Agent may reasonably require. Each Request for Credit Extension submitted by a Borrower Party shall be deemed to be a representation and warranty that the conditions specified in Section 7.02(a) and (b) have been satisfied on and as of the date of the issuance or amendment of any Letter of Credit. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment Extension relating to a Letter of Credit, the Issuing Bank Letter of Credit Issuer will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request for Credit Extension from the relevant a Borrower Party and, if not, the Issuing Bank Letter of Credit Issuer will provide the Facility Administrative Agent with a copy thereof. . The Letter of Credit Issuer shall also promptly notify each Funding Agent (hwhich in turn shall promptly notify each Committed Lender in its Lender Group) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Credit Extension and the terms thereof. Unless the Letter of Credit Issuer has received written notice from any Committed Lender, Administrative Agent or any Borrower Party, at least one (1) Business Day prior to the requested date of issuance or amendment to a of the applicable Letter of Credit is permitted Credit, that one (1) or more applicable conditions contained in accordance with the terms of this AgreementSection 7 shall not then be satisfied, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Letter of Credit Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of such Borrower Party or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing BankLetter of Credit Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Committed Lender’s Applicable Percentage times the amount of such Letter of Credit. With the approval of Administrative Agent and the Letter of Credit Issuer, the risk participation of each Committed Lender shall terminate upon the occurrence of the Maturity Date and the full and final payment of the Obligations (other than the Cash Collateralized Letter of Credit Liability described below), and the Issuer Documents, rather than this Credit Agreement, shall govern the rights and obligations of Administrative Agent, Letter of Credit Issuer and Borrower Parties with respect to such Letter of Credit Liability, so long as Borrower has Cash Collateralized all Letter of Credit Liability then outstanding, to the reasonable satisfaction of Administrative Agent and Letter of Credit Issuer. (iiii) The amount of each Lender’s share If a Borrower Party so requests in any requested applicable Request for Letter of Credit, the Letter of Credit will be Issuer may, in its Pro Rata Share sole and reasonable discretion, agree to issue a Letter of the Revolving Credit Commitments on the proposed Utilisation Date for that has automatic extension provisions (each, an “Auto Extension Letter of Credit.”); provided that any such Auto Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once in each twelve (12)-month period (commencing with the date of issuance of such Letter of Credit) by giving at least five (5) days’ prior notice to the beneficiary thereof and the Borrower (the “Non-Extension Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, a Borrower Party shall not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Collateralization Date; provided, however, that the Letter of Credit Issuer shall not permit any such extension if: (A) the Letter of Credit Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.08(a) or otherwise); or (B) it has received written notice on or before the day that is five (5) Business Days before the Non-Extension Notice Date: (1) from Administrative Agent that the Required Lenders have elected not to permit such extension; or (2) from Administrative Agent, any Lender or any Borrower Party that one (1) or more of the applicable conditions specified in Section 7.02 and, if applicable, Section 7.03, is not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension (jiv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Letter of Credit Issuer will also deliver to relevant the applicable Borrower Party and the Facility Administrative Agent and each Funding Agent a true and complete copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request delivered to Agent in the Issuing Bank (with a copy to the Facility Agent). (b) Each Request for form of a Letter of Credit or an amendment to Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application must be received by the Issuing Bank and the Facility Agent not later than 1.00 p.m.11:00 a.m., New York time, at least five two (2) Business Days (or such later date and time as the Issuing Bank Agent may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) In the case of a Request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank: (i) the proposed Utilisation Date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iii) the Expiry Date thereof which must be a date falling no later than 12 months after the Utilisation Date of that Letter of Credit; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (vi) the name and address of the beneficiary thereof; (vii) the documents to be presented by such beneficiary in case of any drawing thereunder; (viii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, Application by Agent at the Issuing Bank will confirm with the Facility Agent (by telephone or address set forth in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request Schedule 10.2 for a receiving Letter of Credit Applications and related correspondence, if the requested issuance or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreementhereof, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank Agent shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s Agent's usual and customary business practices. (i) The amount . Immediately upon the issuance of each Lender’s share in any requested Letter of Credit will in accordance with the terms of this Agreement, each Lender shall be its deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent an undivided risk participation in such Letter of Credit and all related L/C Obligations in an amount equal to the product of such Lender's Pro Rata Share times the amount of the Revolving Credit Commitments on the proposed Utilisation Date for that such Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank Agent will also deliver to relevant Borrower a true and the Facility Agent a complete copy of such Letter of Credit or amendment. (iv) Agent shall give Lenders prompt notice of the issuance, material amendment or extension of each Letter of Credit.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request Party delivered to the Issuing Bank Letter of Credit Issuer selected by such Borrower Party with respect to such Letter of Credit (with a copy to Administrative Agent) in the Facility Agent). (b) Each form of a Request for Credit Extension, together with a Borrowing Base Certificate, each appropriately completed and signed by a Responsible Officer of such Borrower Party. Such Request for Credit Extension may be sent by fax, by United States mail, by overnight courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or an amendment by any other means acceptable to a the Letter of Credit Issuer. Such Request for Credit Extension must be received by the Issuing Bank Letter of Credit Issuer and the Facility Administrative Agent not later than 1.00 p.m., 11:00 a.m. at least five three (3) Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. , of any Letter of Credit (c) or such later date and time as Administrative Agent and the Letter of Credit Issuer may agree in a particular instance in their sole discretion). In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Extension shall specify in form and detail reasonably satisfactory to the Issuing Bank: Letter of Credit Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ix) such other matters as the Issuing Bank may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) In the case of a Request for an amendment to a Letter of Credit, such Request shall specify in form and detail satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the Issuing Bank may reasonably require. (f) The relevant Borrower shall furnish to the Issuing Bank and the Facility Agent such other documents and information pertaining to any Request for a Letter of Credit or an amendment to a Letter of Credit, including any Issuer Documents, as the Issuing Bank or the Facility Agent may reasonably require. (g) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of Credit, the Issuing Bank will confirm with the Facility Agent (by telephone or in writing) that the Facility Agent has received a copy of such Request from the relevant Borrower and, if not, the Issuing Bank will provide the Facility Agent with a copy thereof. (h) Upon receipt by the Issuing Bank of confirmation from the Facility Agent that the Request for a Letter of Credit or amendment to a Letter of Credit is permitted in accordance with the terms of this Agreement, then, subject to the terms and conditions of this Agreement, the Issuing Bank shall, on the requested Utilisation Date, issue a Letter of Credit for the relevant Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested Letter of Credit will be its Pro Rata Share of the Revolving Credit Commitments on the proposed Utilisation Date for that Letter of Credit. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to relevant Borrower and the Facility Agent a copy of such Letter of Credit or amendment.

Procedures for Issuance and Amendment of Letters of Credit. Auto-Extension Letters of Credit. (ai) Each Subject to Section 3.2(a), each Letter of Credit shall be issued or amended, as the case may be, upon the request of a the US Borrower by delivering a duly completed Request or Canada Borrower and delivered to the applicable LC Issuing Bank (with a copy to Administrative Agent) in the Facility Agent). (b) Each Request for form of a Notice of LC Activity and Certificate and Letter of Credit Application, appropriately completed and signed by an Authorized Representative of US Borrower or an amendment to a Canada Borrower (as applicant for such Letter of Credit, as applicable); provided, however, that amendments not expressly contemplated by such Notice of LC Activity and Certificate shall be as reasonably agreed and coordinated by the LC Issuing Bank and the US Borrower or Canada Borrower (as applicable). Such Notice of LC Activity and Certificate and Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable LC Issuing Bank, by personal delivery or by any other means acceptable to such LC Issuing Bank. Such Notice of LC Activity and Certificate and Letter of Credit Application must be received by the applicable LC Issuing Bank and the Facility Administrative Agent not later than 1.00 p.m., 1:00 p.m. (New York City time) at least five three (3) Business Days (or such later date and time as the Administrative Agent, such LC Issuing Bank and US Borrower or Canada Borrower may agree in a particular instance in its sole their reasonable discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) . In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable LC Issuing Bank: : (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount and currency thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; (iiiDollars or Canadian Dollars); (C) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ixG) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the such LC Issuing Bank may reasonably require. (d) For require in accordance with its customary practice, as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. applied to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) similarly-situated customers. In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such Request Letter of Credit Application shall specify in form and detail satisfactory to the applicable LC Issuing Bank: Bank (i1) the Letter of Credit to be amended; ; (ii2) the proposed date of amendment thereof (which shall be a Business Day); ; (iii3) the nature of the proposed amendmentamendment (including, in the case of an extension of such Letter of Credit, the extended expiry date, which shall be subject to Section 2.3(a)(ii)); and and (iv4) such other matters as the such LC Issuing Bank may reasonably require. require in accordance with its customary practice, as applied to similarly-situated customers. Additionally, US Borrower or Canada Borrower (fas applicable) The relevant Borrower shall furnish to the applicable LC Issuing Bank and (with a copy to the Facility Agent Administrative Agent) such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any LC Issuer Documents, as the such LC Issuing Bank or the Facility Agent may reasonably requirerequire in accordance with its customary practice, as applied to similarly-situated customers. (gii) Promptly after receipt of any Request for a Notice of LC Activity and Certificate and Letter of Credit or an amendment to a Letter of CreditApplication, the applicable LC Issuing Bank will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request Notice of LC Activity and Certificate and Letter of Credit Application from the relevant US Borrower or Canada Borrower (as applicable) and, if not, the applicable LC Issuing Bank will provide the Facility Administrative Agent with a copy thereof. (h) Upon receipt by . Unless the applicable LC Issuing Bank has received written notice from any Lender, Administrative Agent or any Credit Party, at least one (1) Business Day prior to the requested date of confirmation from issuance or amendment of the Facility Agent that the Request for a applicable Letter of Credit Credit, that one or amendment to a Letter of Credit is permitted more applicable conditions contained in accordance with the terms of this AgreementSection 3.2 shall not then be satisfied, then, subject to the terms and conditions of this Agreementhereof, the such LC Issuing Bank shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of US Borrower or Canada Borrower or their respective Affiliates (as applicable) or enter into the applicable amendment, as the case may be, in each case in accordance with the such LC Issuing Bank’s usual and customary business practices. (i) The amount of each Lender’s share in any requested practices and, if requested, its standard Letter of Credit will Application. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be its deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Share of the Revolving Credit Commitments on times the proposed Utilisation Date for that amount of such Letter of Credit. (jiii) If US Borrower or Canada Borrower so requests in any applicable Notice of LC Activity and Certificate or Letter of Credit Application, the applicable LC Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such LC Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior written notice to the beneficiary thereof at least sixty (60) days prior to the then scheduled expiry thereof (the “Non-Extension Notice Date”). US Borrower or Canada Borrower shall not be required to make a specific request to such LC Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such LC Issuing Bank to permit the extension of such Letter of Credit at any time prior to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such LC Issuing Bank shall not permit any such extension if (A) such LC Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of Section 2.3(a)(ii) or (iii), Section 3.2 (other than Section 3.2(a)(i) and (v)) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from Administrative Agent, any Lender or US Borrower or Canada Borrower (as applicable) that one or more of the conditions specified in Section 3.2 (other than Section 3.2(a)(i) and (v)), the satisfaction of which would be required to issue such Letter of Credit in its revised form (as extended), is not then satisfied, and in each such case directing such LC Issuing Bank not to permit such extension; provided further that, the beneficiary of any such Letter of Credit shall be permitted to draw upon such Letter of Credit at any time prior to its scheduled expiry date. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable LC Issuing Bank will also deliver to relevant US Borrower or Canada Borrower (as applicable) and the Facility Administrative Agent a true and complete copy of such Letter of Credit or amendment. (v) The Existing Letters of Credit shall remain in place as if issued under this Section 2.3(b) on the Closing Date and shall constitute Letters of Credit under this Agreement for all purposes, including determining usage of the Revolving Commitment, accrual and payment of fees in respect of such Letters of Credit, the obligations of the applicable Borrower to reimburse each LC Issuing Bank for any drawings under Existing Letters of Credit, the deemed borrowing of any Revolving Loans in respect of any Unreimbursed Amounts, and otherwise.

Procedures for Issuance and Amendment of Letters of Credit. (ai) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower by delivering a duly completed Request delivered to the Issuing Bank LC Issuer (with a copy to Administrative Agent) in the Facility Agent). (b) Each Request for form of a Letter printed LC Application, appropriately completed and signed by a Responsible Officer of Credit Borrower or an amendment electronic LC Application initiated by Borrower pursuant to a Letter LC Issuer's online electronic letter of Credit credit application/request system. Such LC Application must be received by the Issuing Bank LC Issuer and the Facility Administrative Agent not later than 1.00 p.m.11:00 a.m. (New York, New York time) at least five two Business Days (or such later date and time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed Utilisation Date issuance date or date of amendment, as the case may be. (c) , of any Letter of Credit; or such later date and time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion. In the case of a Request request for an initial issuance of a Letter of Credit, such Request for a Letter of Credit LC Application shall specify in form and detail reasonably satisfactory to the Issuing Bank: LC Issuer: (iA) the proposed Utilisation Date issuance date of the requested Letter of Credit (which shall be a Business Day); ; (iiB) the amount thereof which must be a minimum amount of HK$1,000,000 and integral multiples of HK$500,000; thereof; (iiiC) the Expiry Date thereof which must be a expiry date falling no later than 12 months after the Utilisation Date of that Letter of Credit; thereof; (iv) the ▇▇▇▇ of lading (if any) in relation to that Letter of Credit which must provide that the title to the goods is conferred to the shipper’s order; (v) the insurance for any goods which are the subject of the Letter of Credit which shall name the Issuing Bank as loss payee; (viD) the name and address of the beneficiary thereof; ; (viiE) the documents to be presented by such beneficiary in case of any drawing thereunder; ; (viiiF) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (ixG) any modification in respect of Rule 3.14 of the ISP, and (H) such other matters as the Issuing Bank LC Issuer may reasonably require. (d) For as long as the Issuing Bank is Bank of America, N.A. or any of its Affiliates: (i) each Request for a standby Letter of Credit must enclose a duly completed application form for a standby letter of credit; and (ii) each Request for a commercial Letter of Credit must enclose a duly completed application form for a commercial letter of credit, in each case, in the form provided by Bank of America, N.A. to the Company prior to the date of this Agreement (or such other form as the Company and Bank of America, N.A. (in its capacity as Issuing Bank) may agree from time to time). (e) . In the case of a Request request for an amendment to a of any outstanding Letter of Credit, such Request LC Application shall specify in form and detail satisfactory to the Issuing Bank: LC Issuer (iA) the Letter of Credit to be amended; ; (iiB) the proposed date of amendment thereof (which shall be a Business Day); ; (iiiC) the nature of the proposed amendmentamendment (including any modification in respect of Rule 3.14 of the ISP); and and (ivD) such other matters as the Issuing Bank LC Issuer may reasonably require. (f) The relevant . Additionally, Borrower shall furnish to the Issuing Bank LC Issuer and the Facility Administrative Agent such other documents and information pertaining to any Request for a such requested Letter of Credit issuance or an amendment to a Letter of Creditamendment, including any Issuer Documents, as the Issuing Bank LC Issuer or the Facility Administrative Agent may reasonably require. (gii) Promptly after receipt of any Request for a Letter of Credit or an amendment to a Letter of CreditLC Application, the Issuing Bank LC Issuer will confirm with the Facility Administrative Agent (by telephone or in writing) that the Facility Administrative Agent has received a copy of such Request from the relevant Borrower LC Application and, if not, the Issuing Bank LC Issuer will provide the Facility Administrative Agent with a copy thereof. . Unless LC Issuer has received written notice from Administrative Agent (hwho hereby agrees to provide contemporaneous notice to Borrower) Upon receipt by or Borrower, at least one Business Day prior to the Issuing Bank requested date of confirmation from issuance or amendment of the Facility Agent that the Request for a applicable Letter of Credit Credit, that one or amendment to a Letter more applicable conditions contained in Article IV shall not then be satisfied, specifying in reasonable detail the relevant condition or conditions not then satisfied, and the basis for such assertion, and such condition or conditions, as applicable, remain unsatisfied on such requested date of Credit is permitted in accordance with the terms of this Agreementissuance or amendment, then, subject to the terms and conditions of this Agreementhereof, the Issuing Bank LC Issuer shall, on the requested Utilisation Datedate, issue a Letter of Credit for the relevant account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s LC Issuer's usual and customary business practices. (i) The amount . Immediately upon the issuance of each Lender’s share Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such LC Issuer a risk participation in any requested such Letter of Credit will be its Pro Rata Share in an amount equal to the product of such Lender's Percentage Share, as applicable, times the Revolving Credit Commitments on the proposed Utilisation Date for that amount of such Letter of Credit. (jiii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank LC Issuer will also deliver to relevant the appropriate Borrower and the Facility Administrative Agent a true and complete copy of such Letter of Credit or amendment.