Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended automatically annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than for additional consecutive periods of twelve (12) months or less from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty twenty (3020) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject The Borrower may request that one or more Issuers issue standby letters of credit (each a “Letter of Credit”) up to the LC Sublimit. Each Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess and to extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such Issuing Lender’s Issuing Lender Sublimitaction a “Modification”) from time to time from the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower for the Borrower as applicant thereof for the support of its or its Subsidiaries’ obligations; provided that immediately after each Letter of Credit is issued or Modified, (ivx) the aggregate LC Exposure shall not exceed the LC Sublimit and (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided, further, that each Issuer may, but shall not be obligated to, issue or Modify any Letter of Credit if, after giving effect thereto, the outstanding Letter of Credit Obligations under all Letters of Credit shall be denominated in Dollars and (v) Letters issued by such Issuer would exceed the LC Commitment of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditsuch Issuer. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more later than twelve (12i) months from one year following the date of issuance; providedissuance thereof, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable provided that any Letter of Credit with a one-year tenor may provide for the extension thereof for additional one-year periods, and (ii) five Business Days prior to a date not more than twelve (12) months from the date of extension; providedscheduled Facility Termination Date. Notwithstanding anything herein to the contrary, further, that no Letter of Credit, as originally issued or as extended, Issuer shall have an expiry date extending beyond the date that is thirty (30) days prior obligation hereunder to the Maturity Date. Each issue, and no Issuer shall issue, any Letter of Credit shall comply the proceeds of which would be made available to any Person (i) to fund any activity or business (x) of or with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be any Sanctioned Person or (y) in any country or territory that is a Business Day. Each Letter of Credit issued hereunder shall be Sanctioned Country or (ii) in any manner that would result in a minimum original face amount violation of $100,000 or such lesser amount as approved any Sanctions by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of any party to this Credit Agreement. The Notwithstanding the foregoing, the letters of credit identified on Schedule 2.17 (the “Existing Letters of Credit shall, as of the Closing Date, Credit”) shall be deemed to have been issued as be “Letters of Credit hereunder and subject to and governed by Credit” issued on the terms Restatement Effective Date for all purposes of this Agreementthe Loan Documents.

Issuance. (a) Subject to the terms and conditions hereof and authorization of the LOC DocumentsBankruptcy Court, if any, and any other terms and conditions which shall be contained in entry of the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueConfirmation Order, and the Revolving Lenders shall participate in, Letters of Credit for expiration or waiver by the account Bankruptcy Court of the Borrower from time to time upon request 14 day period set forth in a form acceptable to the applicable Issuing Lender; provided, however, that (iBankruptcy Rule 3020(e) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum following entry of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectConfirmation Order, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters the Shares and the New Warrants has been duly and validly authorized. Subject to the entry of Credit hereunderthe Approval Order and assuming the accuracy of the representations of such Purchaser contained in Exhibit D, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request issuance of the Borrower or by operation of Warrants is duly and validly authorized. When the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally Shares are issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply and delivered in accordance with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement against payment therefor, the Shares shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. The Existing Letters of Credit shall, as of When the Closing Date, be deemed to have been Warrants and the New Warrants are issued as Letters of Credit hereunder and subject to and governed by delivered in accordance with the terms of this Agreement, the Warrants and New Warrants shall be duly and validly issued and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the terms of the Warrants and New Warrants and under applicable state and federal securities Laws. When the shares of Common Stock issuable upon the exercise of the Warrants and the shares of New Common Stock issuable upon the exercise of the New Warrants are issued and delivered against payment therefor, the shares of Common Stock and New Common Stock, as applicable, shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. (b) Subject to the authorization of the Bankruptcy Court, which shall be contained in the entry of the Confirmation Order, and the expiration or waiver by the Bankruptcy Court of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, when the GGO Shares and the GGO Warrants are issued, the GGO Shares and GGO Warrants shall be duly and validly authorized, duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws. When the shares of GGO Common Stock issuable upon the exercise of the GGO Warrants are issued and delivered against payment therefor, the shares of GGO Common Stock shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify,” and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit such action a “Modification”) for the account of the Borrower Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the applicable Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate principal amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the aggregate amount of all LC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS the lesser of $4,000,000,000 and the Aggregate Commitment Amount; ($37,500,000) (the “LOC Committed Amount”), (iic) the sum of the aggregate principal stated amount of outstanding Revolving Loans all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not at any time exceed the Revolving Committed remainder of (i) the Aggregate Commitment Amount then in effect, minus (iiiii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no Issuing Lender will LC Issuer shall be required obligated to issue Letters or Modify any Facility LC if (i) any order, judgment or decree of Credit in an aggregate amount in excess any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated Facility LC in Dollars and (v) Letters of Credit shall particular. Facility LCs may be issued for any lawful corporate purposes and may be issued as standby letters of creditproper limited liability company (or, including in connection with workers’ compensation and other insurance programs and commercial letters of creditif applicable, corporate) purpose. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, No Facility LC shall have an expiry date extending beyond the date that is thirty (30) later than seven days prior to the Maturity last scheduled Termination Date. Each By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters under this Agreement and the rights and obligations of Credit hereunder the issuer and the account party thereunder shall be subject to and governed by the terms of this Agreementhereof.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall Lenders may at their sole discretion issue, and the Revolving Lenders Banks shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), 250,000,000; (ii) the sum Dollar Amount (determined as of the aggregate principal amount most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, aggregate amount of the Commitments at such time; (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess shall be issued for lawful corporate purposes and may be issued as standby letters of such Issuing Lender’s Issuing Lender Sublimit, credit; and (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency. In the event of any inconsistency between the terms and (v) Letters conditions of Credit this Agreement and the terms and conditions of any LOC Document, the terms and conditions of this Agreement shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditcontrol. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Letter of Credit shall have an original expiry date more than twelve (12) 12 months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and that subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) 12 months from the date of extension; provided, further, provided further that (x) no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) 30 days prior to the Maturity final Termination Date and (y) no Letter of Credit may expire after the Termination Date of any Non-Extending Bank if, after giving effect to such issuance or renewal, the aggregate Commitments of the Consenting Banks (including any replacement Banks) for the period following such Termination Date would be less than the LOC Obligations for Letters of Credit expiring after such Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the U.S. LOC Documents, if any, and any other terms and conditions which the U.S. Issuing Lenders Lender may reasonably require, during and in reliance upon the Commitment Period each agreements of Airgas and U.S. Revolving Lenders set forth herein, the U.S. Issuing Lender shall issue, and the Revolving Lenders shall participate in, agrees to issue U.S. Letters of Credit for the account of Airgas or its Subsidiaries in U.S. Dollars or in one or more Foreign Currencies from the Borrower from time to time upon request Closing Date until the Maturity Date, as Airgas may request, in a form acceptable to the applicable U.S. Issuing Lender; and subject to the terms and conditions hereof, the U.S. Revolving Lenders severally agree to participate in U.S. Letters of Credit issued for the account of Airgas or its Subsidiaries and any drawings thereunder; provided, however, that (i) the aggregate principal amount of U.S. LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “U.S. LOC Committed Amount”), Sublimit and (ii) the sum of the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations outstanding shall not at any time exceed the U.S. Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No U.S. Letter of Credit shall (x) subject to Section 2.2(b)(iv), have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each U.S. Letter of Credit shall comply with the related U.S. LOC Documents. The issuance and expiry date of each U.S. Letter of Credit shall be a Business Day. Each The U.S. Issuing Lender shall not be under any obligation to issue any U.S. Letter of Credit issued hereunder if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall be in a minimum original face amount of $100,000 by its terms purport to enjoin or restrain the U.S. Issuing Lender from issuing such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing U.S. Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any law applicable to the U.S. Issuing Lender or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the U.S. Issuing Lender shall prohibit, shall be governed by or direct that the terms U.S. Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or such U.S. Letter of Credit shallin particular or shall impose upon the U.S. Issuing Lender with respect to such U.S. Letter of Credit any restriction, as of reserve or capital requirement (for which the U.S. Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, be deemed or shall impose upon the U.S. Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the U.S. Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to have been issued as Letters it; (ii) the issuance of such U.S. Letter of Credit hereunder would violate one or more policies of the U.S. Issuing Lender applicable to letters of credit generally; (iii) the U.S. Issuing Lender does not as of the issuance date of such requested U.S. Letter of Credit issue letters of credit in the requested currency; or (iv) any Lender is at that time a Defaulting Lender, unless the U.S. Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the U.S. Issuing Lender (in its sole discretion) with Airgas or such U.S. Revolving Lender to eliminate the U.S. Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 4.16(a)(iv)) with respect to the Defaulting Lender arising from either the U.S. Letter of Credit then proposed to be issued or that U.S. Letter of Credit and subject all other U.S. LOC Obligations as to and governed by which the terms of this AgreementU.S. Issuing Lender has actual or potential Fronting Exposure, as it may elect in its reasonable discretion.

Issuance. (a) Subject to the terms and conditions hereof and authorization of the LOC DocumentsBankruptcy Court, which shall be contained in entry of the Confirmation Order, and the expiration or waiver by the Bankruptcy Court of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, the issuance of the Shares and the New Warrants has been duly and validly authorized. Subject to the entry of the Approval Order and assuming the accuracy of the representations of such Purchaser contained in Exhibit D, the issuance of the Warrants is duly and validly authorized. When the Shares are issued and delivered in accordance with the terms of this Agreement against payment therefor, the Shares shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the applicable Non-Control Agreement, if any, and any other terms applicable state and conditions which federal securities Laws. When the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, Warrants and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request New Warrants are issued and delivered in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection accordance with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement, the Warrants and New Warrants shall be duly and validly issued and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the terms of the Warrants and New Warrants and under applicable state and federal securities Laws. When the shares of Common Stock issuable upon the exercise of the Warrants and the shares of New Common Stock issuable upon the exercise of the New Warrants are issued and delivered against payment therefor, the shares of Common Stock and New Common Stock, as applicable, shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the applicable Non-Control Agreement, if any, and applicable state and federal securities Laws. (b) Subject to the authorization of the Bankruptcy Court, which shall be contained in the entry of the Confirmation Order, and the expiration or waiver by the Bankruptcy Court of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, when the GGO Shares and the GGO Warrants are issued, the GGO Shares and GGO Warrants shall be duly and validly authorized, duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws. When the shares of GGO Common Stock issuable upon the exercise of the GGO Warrants are issued and delivered against payment therefor, the shares of GGO Common Stock shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws.

Issuance. Subject From time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower to an Issuing Bank given not later than 1:00 P.M. (New York City time) on the fifth Business Day prior the date of the proposed issuance of such Letter of Credit, the Issuing Bank shall, on the issuance date proposed in the Borrower’s notice (which shall be a Business Day) and on the terms and conditions hereof and hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueLetters of Credit, and the Revolving Lenders Existing Issuing Bank shall participate in, continue any Existing Letters of Credit Credit, for the account of the Borrower from time (for its own benefit or for the benefit of any of its Subsidiaries); provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to time upon Citibank of a request for an issuance of a Letter of Credit. Each such notice of issuance of a Letter of Credit shall be by telephone, confirmed immediately in a form acceptable to writing, telex, telecopier or e-mail, in each case specifying therein the applicable Issuing Lender; provided, however, that requested (i) the aggregate principal amount date of LOC Obligations such issuance (which shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”be a Business Day), (ii) the sum of the aggregate principal face amount of outstanding Revolving Loans plus the aggregate principal amount such Letter of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectCredit, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess expiration date of such Issuing Lender’s Issuing Lender SublimitLetter of Credit, (iv) all Letters name and address of the beneficiary of such Letter of Credit shall be denominated in Dollars and (v) Letters form of Credit such Letter of Credit, and shall be issued accompanied by such application and agreement for any lawful corporate purposes and letter of credit as such Issuing Bank may be issued as standby letters of credit, including specify to the Borrower for use in connection with workers’ compensation and other insurance programs and commercial letters such requested Letter of creditCredit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have will be issued, increased, or extended (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure attributable to the applicable Issuing Bank to exceed such Issuing Bank’s Letter of Credit Commitment, or (B) the aggregate Letter of Credit Exposure to exceed the lesser of (1) $100,000,000 or (2) an original expiry date more amount equal to (x) the Total Commitments less (y) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than twelve the earlier of (12A) months from one year after the date of issuanceissuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; provided(iii) unless the face amount of such Letter of Credit is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, however, so long as which shall contain terms no Default more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or Event of any successor to the ISP; and (vii) unless no Default has occurred and is continuing and subject to the other terms and conditions to or would result from the issuance of Letters such Letter of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of Credit. If the terms of any of the applicable Letter of Credit Documents referred to a date not more than twelve in the foregoing clause (12v) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply conflicts with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00035,000,000) (as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. (a) Subject to the terms and conditions hereof and authorization of the LOC DocumentsBankruptcy Court, if any, and any other terms and conditions which shall be contained in entry of the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueConfirmation Order, and the Revolving Lenders shall participate in, Letters of Credit for expiration or waiver by the account Bankruptcy Court of the Borrower from time to time upon request 14-day period set forth in a form acceptable to the applicable Issuing Lender; provided, however, that (iBankruptcy Rule 3020(e) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum following entry of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectConfirmation Order, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters the Shares and the New Warrants has been duly and validly authorized. Subject to the entry of Credit hereunderthe Approval Order and assuming the accuracy of the representations of Purchaser contained in Exhibit D, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request issuance of the Borrower or by operation of Warrants is duly and validly authorized. When the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally Shares are issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply and delivered in accordance with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement against payment therefor, the Shares shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. The Existing Letters of Credit shall, as of When the Closing Date, be deemed to have been Warrants and the New Warrants are issued as Letters of Credit hereunder and subject to and governed by delivered in accordance with the terms of this Agreement, the Warrants and New Warrants shall be duly and validly issued and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the terms of the Warrants and New Warrants and under applicable state and federal securities Laws. When the shares of Common Stock issuable upon the exercise of the Warrants and the shares of New Common Stock issuable upon the exercise of the New Warrants are issued and delivered against payment therefor, the shares of Common Stock and New Common Stock, as applicable, shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. (b) Subject to the authorization of the Bankruptcy Court, which shall be contained in the entry of the Confirmation Order, and the expiration or waiver by the Bankruptcy Court of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, when the GGO Shares and the GGO Warrants are issued, the GGO Shares and GGO Warrants shall be duly and validly authorized, duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws. When the shares of GGO Common Stock issuable upon the exercise of the GGO Warrants are issued and delivered against payment therefor, the shares of GGO Common Stock shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws.

Issuance. Subject to Section 2.3(h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000250,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit the Advances Outstanding in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h), Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to the Commitment Termination Date provided that the Borrower deposits cash collateral (30) 30 days prior to the Maturity Commitment Termination Date) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement25,000.

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, to issue standby Letters of Credit for the account of the Borrower denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the applicable Issuing LenderFacility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that (i) the aggregate principal amount expiry date of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and a Facility LC may be issued as standby letters of credit, including up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in connection accordance with workers’ compensation and other insurance programs and commercial letters of creditSection 2.19(l). Except as otherwise expressly agreed upon by all Notwithstanding the Revolving Lendersforegoing, no Letter of Credit Declining Lender shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default issue a Facility LC that has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving later than its Declining Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Termination Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “"LOC Committed Amount”), COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that any such Letter of Credit may be contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless the Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days prior to the Maturity Date. Each The Issuing Lender shall not be required to issue any Letter of Credit shall comply with which would violate any Requirement of Law applicable to the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.Issuing

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing continuing, the Issuing Lender will, at any time and subject from time to time on and after the Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the account of the Borrower or its Subsidiaries one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Stated Amount when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed the Letter of Credit Subcommitment, (ii) the Stated Amount when added to the Aggregate Credit Exposure, would exceed the aggregate Commitments or the Maximum Availability at such time, and (iii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other terms Letter of Credit Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; (b) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will benefit, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and conditions to all drawings under such Letter of Credit (and the Borrower hereby acknowledges that the issuance of Letters of Credit hereunder, for the expiry dates benefit of Letters of Credit may be extended annually or periodically from time its Subsidiaries inures to time on the request benefit of the Borrower or by operation of and that the terms of the applicable Letter of Credit to a date not more than twelve (12) months Borrower’s business derives substantial benefits from the date businesses of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty such Subsidiaries); (30c) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each No Letter of Credit shall be a Business Day. Each issued that by its terms expires later than the Letter of Credit issued hereunder Maturity Date or, in any event, more than one year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Issuing Lender shall be in a minimum original face amount under no obligation to issue any Letter of $100,000 Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, shall be governed by or request that the terms Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or such Letter of Credit shallin particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, be deemed or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to have been issued as Letters the issuance of such Letter of Credit hereunder and subject to and governed by that one or more of the terms conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of this Agreementsuch Letter of Credit would violate the provisions of Section 3.1(a).

Issuance. Subject to the terms and conditions hereof and of this Agreement, Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the LOC DocumentsU.S. Borrowers or the Canadian Borrowers, if anyas the case may be, and any other terms and conditions which for such Borrowers’ account (or, in the Issuing Lenders may reasonably requirecase of a U.S. Borrower, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of any of such U.S. Borrower’s Restricted Subsidiaries designated thereby, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries), Letter of Credit Obligations with respect to Letters of Credit to be issued by an L/C Issuer for such Borrowers’ account (or, in the case of a U.S. Borrower, for the account of any of such U.S. Borrower’s Restricted Subsidiaries, provided that such U.S. Borrower from time to time upon request in a form acceptable shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries). For the avoidance of doubt, no Letter of Credit shall be issued for the account of any Unrestricted Subsidiary. Each Lender shall, subject to the applicable Issuing Lender; providedterms and conditions hereinafter set forth, however, that purchase (ior be deemed to have purchased) the risk participations in all such Letters of Credit as more fully described in Section 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate principal amount of LOC all such Letter of Credit Obligations shall not at any time exceed THIRTY-SEVEN MILLIONshall, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000subject to Section 2.3(b)(ii) (the “LOC Committed Amount”and Section 2.3(b)(iii), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall as applicable, not at any time exceed the Revolving Committed Amount then in effect, Dollar Equivalent of $350,000,000 (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of the “L/C Sublimit”). No such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date that is more than twelve (12) months from one year following the date of issuanceissuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the applicable L/C Issuer, in their respective sole discretion, and no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth (5th) Business Day prior to the Stated Termination Date; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters further that a Letter of Credit hereundermay, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on upon the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedBorrower, further, that no Letter of Credit, as originally be issued or as extended, shall have an expiry date extending renewed for a period beyond the date that is thirty five (305) days Business Days prior to the Maturity maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed the Dollar Equivalent of such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit shall comply with will be denominated in Dollars, Canadian Dollars, or (in the related LOC Documents. The issuance and expiry date case of each a Letter of Credit shall be requested for the account of a Business Day. Each Letter U.S. Borrower or any of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount its Restricted Subsidiaries) any Alternative Currency, as approved specified by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementBorrower Representative.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify,” and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit such action a “Modification”) for the account of the Borrower Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the applicable Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate principal amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS the amount agreed upon in writing between the Borrower and such LC Issuer; ($37,500,000) (the “LOC Committed Amount”), (iib) the sum of the aggregate principal stated amount of outstanding Revolving Loans all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of outstanding LOC Obligations all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not at any time exceed the Revolving Committed remainder of (i) the Aggregate Commitment Amount then in effect, minus (iiiii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (c) no Issuing Lender will LC Issuer shall be required obligated to issue Letters or Modify any Facility LC if (i) any order, judgment or decree of Credit in an aggregate amount in excess any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated Facility LC in Dollars and (v) Letters of Credit shall particular. Facility LCs may be issued for any lawful proper corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditpurpose. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, No Facility LC shall have an expiry date extending beyond the date that is thirty (30) later than seven days prior to the Maturity last scheduled Termination Date. Each By their execution of this Agreement, the parties hereto agree that on the Effective Date (without any further action by any Person), each Existing Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters under this Agreement and the rights and obligations of Credit hereunder the issuer and the account party thereunder shall be subject to and governed by the terms of this Agreementhereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed $50,000,000, as such amount may be increased or decreased from time to time with the written consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer, but in all events shall be subject to the LC Commitment). No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if any, and any other terms and conditions which letters of credit identified in Schedule II hereto (the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, “Existing Letters of Credit Credit”) and issued for the account of the Borrower from time to time upon request in a form acceptable to or for the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount account of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request Subsidiary of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been be Facility LCs issued as Letters of Credit hereunder and subject pursuant to and governed by the terms of this Agreement, and any reference in this Agreement to the “issuance” of a Facility LC (or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire which are not inconsistent with this Agreement, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and Dollars, (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial letters (v) no Letter of creditCredit shall be issued after the occurrence and during the continuance of a Default or an Event of Default. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000, or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Agreement. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit Agreementissued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during the Commitment Period each or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Credit Agreement), an Issuing Lender Lender, as applicable, shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, SIXTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”65,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue, in U.S. dollars, and the Lenders shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrowers or any of their Subsidiaries, from the Effective Date until the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)12,000,000, (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans plus IRPA Obligations shall not exceed the lesser of the Borrowing Base and the Revolving Loan Commitment, and (iii) with respect to each individual Lender, the Lender's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such Lender's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsLoan Commitment. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Maturity Date, except that prior to the Maturity Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Maturity Date, if and to the extent that the Borrowers shall provide cash collateral to the Issuing Lender on the Maturity Date in an amount equal to the maximum amount available to be drawn under such Letter of Credit and the Required Lenders or the Issuing Lender shall not otherwise object. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations insurance obligations), contingent or otherwise, of a Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by a Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Revolving Issuing Lenders Lender may reasonably require, during the Revolving Commitment Period each the Revolving Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Revolving Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Revolving Issuing Lender; provided, however, that (i) the aggregate principal amount of Revolving LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “Revolving LOC Committed Amount”), (ii) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment, (iii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Revolving Letters of Credit shall be denominated in Dollars and (v) Revolving Letters of Credit shall may be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Revolving Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Revolving Letters of Credit hereunder, the expiry dates of Revolving Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Revolving Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Revolving Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Revolving Commitment Termination Date. Each Revolving Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Revolving Letter of Credit shall be a Business Day. Each Any Revolving Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Revolving Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus the Foreign Currency Reserve shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency, (iv) the aggregate principal amount of outstanding Revolving Loans denominated in a Foreign Currency, together with the outstanding LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency, shall not exceed the Foreign Currency Sublimit and (v) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended by the terms thereof automatically and annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed AmountSublimit”), (ii) the sum of the aggregate principal amount of outstanding with regard to each Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Lender individually, such Lender’s Revolving Exposure shall not at any time exceed such Lender’s Commitment, (iii) with regard to the Revolving Lenders collectively, the Aggregate Revolving Exposure shall not exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as is approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect Issuing Lender shall not at any time be obligated to issue any Letter of each Existing Credit hereunder if (1) such issuance violates any order, judgment or decree of any Governmental Authority that by its terms enjoins or restrains the issuance of such Letter of Credit, and each Revolving (2) any Applicable Law applicable to the Issuing Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally, (3) such Letter of Credit in particular shall impose upon it or any Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender or any Lender is not otherwise compensated), or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date or (4) any Lender is at such time a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s participation obligations in connection therewith, risk with respect to such Lender’s LOC Obligations. ▇▇▇▇▇ Fargo shall be governed by the terms Issuing Lender on all Letters of this Credit Agreementissued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as “Letters of Credit Credit” hereunder and subject to and governed by the terms and conditions of this Credit Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, Documents and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”10,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an expiry date extending beyond one month prior to the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Creditinsurance obligations), and each Revolving Lender’s participation obligations in connection therewithcontingent or otherwise, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementBorrower.

Issuance. Subject to Section 2.3(c) and (h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Extending Lender Maturity Date, the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving LOC Committed Amount (other than in connection with a reduction of the LOC Committed Amount pursuant to the definition thereof, but only if such excess has been cash collateralized in accordance with the terms hereof), (ii) the Advances Outstanding shall not at any time exceed the aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit the Advances Outstanding in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h), Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Extending Lender Maturity Date (30except to the extent it is cash collateralized as provided herein). Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. With respect to any Letter of Credit outstanding on March 12, 2010 and expiring after March 13, 2010, the Borrower shall deposit cash collateral with the Issuing Lender on March 13, 2010 in an amount equal to 103% of the stated and undrawn amount of such Letter of Credit and in the Currency in which such Letter of Credit was issued; provided, however, that, notwithstanding the foregoing, the Borrower shall not be obligated to cash collateralize such Letter of Credit to the extent that (w) the Extending Event has occurred, (x) an Event of Default is not in existence on March 13, 2010 and (y) the Advances Outstanding of the Extending Lenders would not exceed the Committed Amount on March 13, 2010, after giving effect to the termination of the Commitments of the Non-Extending Lenders. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to March 31, 2012 if the Extending Event has occurred provided that the Borrower deposits cash collateral (30 days prior to March 31, 2012) with the Maturity DateIssuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000. Notwithstanding the foregoing or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms any other provision of this Agreement, the Issuing Lender shall have no obligation to issue any Letter of Credit if a default of any Lender’s obligations to fund under this Section 2.3 exists or any Lender is at such time an Impacted Lender, unless the Issuing Lender has entered into cash collateral arrangements or other arrangements with the applicable Borrower or any other party which are satisfactory to the Issuing Lender in its sole and absolute discretion to eliminate the Issuing Lender’s risk with respect to such Impacted Lender. Any requirement imposed on the applicable Borrower to provide cash collateral hereunder shall be expressly permitted, notwithstanding any negative pledge or other restriction elsewhere in this Agreement or any other Credit Document.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions of an administrative nature which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby or trade Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWENTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit (other than Existing Letters of Credit, which may be denominated in Dollars or Pounds Sterling) shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes of the Borrower or any of its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. Wachovia shall be the Issuing Lender on all Letters of Credit issued on or such lesser amount as approved by after the applicable Issuing LenderClosing Date. The Borrower’s Reimbursement Obligations 's reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s 's participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including including, without limitation, in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from beyond the date of issuanceTermination Date; provided, however, the expiry date of Letters of Credit may be extended from time to time by operation of the terms of the applicable Letter of Credit, and so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Termination Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and cash equivalents satisfactory to the Maturity Administrative Agent in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”5,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the each Issuing Lenders Lender may reasonably requirerequire which are not inconsistent with this Agreement, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and Dollars, (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, (v) no Letter of Credit shall be issued after the occurrence and commercial letters during the continuance of credita Default or an Event of Default, (vi) the beneficiary of any Letter of Credit shall not be a Sanctioned Person, and (vii) the sum of the aggregate amount of an Issuing Lender’s outstanding LOC Obligations shall not exceed such Issuing Lender’s respective share of the LOC Committed Amount according to such Issuing Lender’s LOC Commitment Percentage. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that except as otherwise set forth in clause (k) hereof, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the applicable Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000, or such lesser amount as approved by the applicable Issuing Lender. The BorrowerCompany’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by acceptable to the applicable Issuing LenderLender and the Administrative Agent. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the U.S. Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company and its Subsidiaries from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) with regard to the sum of U.S. Revolving Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of the outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate U.S. Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars or in Foreign Currencies and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all of the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that unless agreed upon by all of the Lenders, no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by may be agreed upon between the applicable Company and the Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0002,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Borrowers from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYFORTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00045,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate business purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise permitted in Section 2.3(k) or as expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Borrowers or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Citizens shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0007,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date. In the event and to the extent that the provisions of any LOC Document shall conflict with this Agreement, be deemed to have been issued as Letters the provisions of this Agreement shall govern. The Issuing Lender shall make any Letter of Credit issued hereunder and subject available to and governed by the terms of this AgreementBorrower at its office referred to in Section 9.2 or as otherwise agreed with the Borrower in connection with such issuance.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing continuing, the Issuing Lender will, at any time and subject from time to time on and after the Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the Termination Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the account of the Borrower or any of its Subsidiaries under the Dollar Commitments one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (collectively with the Existing Letters of Credit, and, in each case, with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, the “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than $100,000.00 (other terms than with respect to an Existing Letter of Credit). Notwithstanding the foregoing: (i) No Letter of Credit shall be issued if the Stated Amount upon issuance when added to the Aggregate Revolving Dollar Credit Exposure, would exceed the aggregate Dollar Commitments at such time; (ii) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will benefit, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and conditions to all drawings under such Letter of Credit (and the Borrower hereby acknowledges that the issuance of Letters of Credit hereunder, for the expiry dates benefit of Letters of Credit may be extended annually or periodically from time its Subsidiaries inures to time on the request benefit of the Borrower or by operation of and that the terms of the applicable Letter of Credit to a date not more than twelve (12) months Borrower’s business derives substantial benefits from the date businesses of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty such Subsidiaries); (30iii) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each No Letter of Credit shall be a Business Day. Each issued that by its terms expires later than the Letter of Credit issued hereunder Maturity Date or, in any event, more than one year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (iv) The Issuing Lender shall be in a minimum original face amount under no obligation to issue any Letter of $100,000 Credit if, at the time of such proposed issuance, (A) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, shall be governed by or request that the terms Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or such Letter of Credit shallin particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, be deemed (B) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to have been issued as Letters the issuance of such Letter of Credit hereunder that one or more of the conditions specified in Section 3.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Section 2.19(a) or (C) any Lender is at such time a Defaulting Lender hereunder, unless the aggregate Letter of Credit Exposure of such Lender has been reallocated pursuant to Section 2.21(c)(i) and subject any amount not reallocated has been cash collateralized pursuant to and governed by Section 2.21(c)(ii) or the terms of this AgreementIssuing Lender has entered into other satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably requiresubmission of a Letter of Credit application in customary form, during the Commitment Letter of Credit Availability Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (iA) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount Commitment then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (ivC) all Letters of Credit shall be denominated in Dollars dollars and (vD) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each First Union shall be the Issuing Lender on all Letters of Credit. Any Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser other amount as approved may be agreed to by the applicable Issuing Lender. The Lender and the Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereundercontinuing, the expiry dates of Letters of Credit may be extended annually or periodically Issuing Bank will, at any time and from time to time on and after the Closing Date and prior to the earlier of (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Section 4.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars or Pounds and in a form customarily used or otherwise approved by operation of the terms of Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter "Letters of Credit, as originally issued or as extended, shall have an expiry date extending beyond "). Notwithstanding the date that is thirty foregoing: (30a) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each No Letter of Credit shall be a Business Day. Each issued the Stated Amount upon issuance of which, when added to the sum of (i) the aggregate Letter of Credit issued hereunder shall be in a minimum original face Exposure and Revolver Guaranty Exposure of all Revolving Lenders at such time and (ii) the aggregate principal amount of $100,000 or all Revolving Loans then outstanding, would exceed the Total Revolving Credit Commitments at such lesser amount as approved by the applicable Issuing Lender. time; (b) The Borrower’s Reimbursement Obligations in respect Stated Value of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithwhen issued, shall not be governed less than $500,000 or, in the case of a Sterling denominated Letter of Credit, (pound)500,000; (c) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of this one year or less (but not beyond the seventh day prior to the Revolving Credit Agreement. Maturity Date), unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Existing Letters Issuing Bank shall be under no obligation to issue any Letter of Credit shallif, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Closing DateDate and that the Issuing Bank in good faith deems material ▇▇ ▇▇, be deemed ▇▇ (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to have been issued as Letters the issuance of such Letter of Credit hereunder and subject to and governed by that one or more of the terms conditions specified in Sections 5.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of this Agreementsuch Letter of Credit would violate the provisions of subsection (a) above.

Issuance. (a) Subject to the terms and conditions hereof and authorization of the LOC DocumentsBankruptcy Court, if any, and any other terms and conditions which shall be contained in entry of the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueConfirmation Order, and the Revolving Lenders shall participate in, Letters of Credit for expiration or waiver by the account Bankruptcy Court of the Borrower from time to time upon request 14- day period set forth in a form acceptable to the applicable Issuing Lender; provided, however, that (iBankruptcy Rule 3020(e) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum following entry of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectConfirmation Order, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters the Shares and the New Warrants has been duly and validly authorized. Subject to the entry of Credit hereunderthe Approval Order and assuming the accuracy of the representations of Purchaser contained in Exhibit D, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request issuance of the Borrower or by operation of Warrants is duly and validly authorized. When the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally Shares are issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply and delivered in accordance with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement against payment therefor, the Shares shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. The Existing Letters of Credit shall, as of When the Closing Date, be deemed to have been Warrants and the New Warrants are issued as Letters of Credit hereunder and subject to and governed by delivered in accordance with the terms of this Agreement, the Warrants and New Warrants shall be duly and validly issued and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the terms of the Warrants and New Warrants and under applicable state and federal securities Laws. When the shares of Common Stock issuable upon the exercise of the Warrants and the shares of New Common Stock issuable upon the exercise of the New Warrants are issued and delivered against payment therefor, the shares of Common Stock and New Common Stock, as applicable, shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre- emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement, the Non-Control Agreement and applicable state and federal securities Laws. (b) Subject to the authorization of the Bankruptcy Court, which shall be contained in the entry of the Confirmation Order, and the expiration or waiver by the Bankruptcy Court of the 14-day period set forth in Bankruptcy Rule 3020(e) following entry of the Confirmation Order, when the GGO Shares and the GGO Warrants are issued, the GGO Shares and GGO Warrants shall be duly and validly authorized, duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws. When the shares of GGO Common Stock issuable upon the exercise of the GGO Warrants are issued and delivered against payment therefor, the shares of GGO Common Stock shall be duly and validly issued, fully paid and non-assessable and free and clear of all taxes, liens, pre-emptive rights, rights of first refusal and subscription rights, other than rights and restrictions under this Agreement and under applicable state and federal securities Laws.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by a Borrower or conflict with any obligation of, during or detract from any action which may be taken by the Commitment Period each Borrowers or their Subsidiaries under this Credit Agreement), the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue, in Dollars, and the Lenders shall participate in, letters of credit (the "Letters of Credit") for the account of a Borrower or any of its Subsidiaries, from the Effective Date until the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual Lender, the Lender's pro rata share of outstanding Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such Lender's Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The insurance obligations), contingent or otherwise, of a Borrower’s Reimbursement Obligations , or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by a Borrower in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Credit Agreement), the Commitment Period each Issuing Lender shall issueagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, from time to time upon request, in its reasonable discretion, to issue (from the Effective Date to the Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Amount. The Issuing Lender will be required to issue Letters may require the issuance and expiry date of each Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters to be a Business Day. Each Letter of Credit shall be denominated either (A) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries, or (B) a commercial letter of credit in Dollars and (v) Letters respect of Credit shall be issued for the purchase of goods or services by the Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including its Subsidiaries in connection with workers’ compensation and other insurance programs and commercial letters the ordinary course of creditbusiness. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and applicable provisions of this Agreement, including Section 4.10, on any Business Day during the Disbursement Period, as part of the LOC DocumentsCredit available under the Revolving Facility, and/or, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall the Advances outstanding under the Revolving Facility will not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS be less than the Threshold Amount ($37,500,000) (on the “LOC Committed Amount”date said requested Advances under the Unsecured Facility are made), (ii) the sum as part of the aggregate principal amount Credit available under the Unsecured Facility, upon three (3) Business Days’ prior written Notice of outstanding Revolving Loans plus Borrowing to the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed Agent, the Revolving Committed Amount then in effect, (iii) no Borrower may cause to be issued by the Issuing Lender will be required to issue on behalf of the Lenders under the relevant Facility one or more Letters of Credit in an a maximum aggregate amount outstanding at any time not exceeding the available Credit under the Revolving Facility (minus the Swing Line Commitment) and the Unsecured Facility to support a bid in excess the Spectrum Auction and Purchase, provided that the Security will extend to the property of the entity that will own the auctioned spectrum if it is a member of the VL Group (subject to the provisions of Section 9.3) and to its Equity Interests if held by a member of the VL Group (subject to the provisions of Section 9.3 and if not so held, the provisions of Section 13.10 shall apply), unless, with respect to such Issuing Lender’s Issuing Lender SublimitEquity Interests, (iv) all such owner is the Borrower. Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for other purposes hereunder shall not exceed a maximum amount outstanding at any lawful corporate purposes and may be issued as standby letters time of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date$50,000,000. Each Letter of Credit shall comply be issued in Canadian Dollars (although Letters of Credit issued under the Swing Line may also be in US Dollars). Concurrently with the related LOC Documents. The issuance and expiry date delivery of each a Notice of Borrowing requesting a Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 under the Revolving Facility or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shallUnsecured Facility, as of the Closing Datecase may be, be deemed the Borrower shall execute and deliver to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.the

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit (each such letter of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply together with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Revolving Lender’s participation obligations in connection therewithCredit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (x) the LC Obligations shall not exceed the LC Commitment, (y) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LC Obligations of any LC Issuer at any time shall not exceed such LC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date, the Borrower shall deliver to the Agent cash, to be governed held by the terms Agent, for the benefit of this Credit Agreementthe LC Issuers and the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LCs in an amount equal (when aggregated with all other Cash Collateral in the Facility LC Collateral Account) to the Minimum Collateral Amount (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. The Existing Letters If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of Credit shalltermination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer's notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date referred to in clause (x) above. As of the Closing Date, be deemed to have been issued as each of the Existing Letters of Credit hereunder and subject to and governed by the terms shall constitute, for all purposes of this AgreementAgreement and the other Loan Documents, a Facility LC issued and outstanding hereunder.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”200,000,000), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Revaluation Date) of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue the aggregate stated amount of outstanding Letters of Credit in issued by an aggregate amount in excess Issuing Lender shall not exceed the Commitment of such Issuing Lender’s Issuing Lender Sublimit, in its capacity as a Lender, (iv) a JLA Issuing Lender (as defined below) shall not be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate stated amount of outstanding Letters of Credit issued by such JLA Issuing Lender would exceed one-fifth of the aggregate amount of all LOC Commitments, (v) all Letters of Credit shall be denominated in Dollars or Foreign Currencies, (vi) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit and (vvii) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit, ”) so long as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) Borrower delivers to the Administrative Agent for the benefit of the applicable Issuing Lender no later than 30 days prior to the Maturity Date, Cash Collateral for such Letter of Credit for deposit into a cash collateral account in respect of such Letter of Credit in an amount equal to the amount available to be drawn by a beneficiary under such Letter of Credit at such time of determination; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (c) and (d), as applicable, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. If requested by an Issuing Lender, the Borrowers shall submit a letter of credit application in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount Dollar Amount of $100,000 or such lesser amount Dollar Amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as As of the Closing Date, ▇▇▇▇▇ Fargo and Bank of America, N.A. are the Issuing Lenders with respect to Domestic Letters of Credit. As of the First Amendment Effective Date, ▇▇▇▇▇ Fargo, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia (collectively, the “JLA Issuing Lenders”) are the Issuing Lenders with respect to Domestic Letters of Credit. ▇▇▇▇▇ Fargo and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the Closing Date. The parties hereto agree that the Existing Letters of Credit shall be deemed to have been issued as be Letters of Credit hereunder and subject to and governed by the terms for all purposes of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve twenty-four (1224) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter that, subject to Section 2.3(k), Letters of CreditCredit may, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereundercontinuing, the expiry dates of Letters of Credit may be extended annually or periodically Issuing Lender will, at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the account of the Borrower one or more irrevocable letters of credit denominated in Dollars and in a form customarily used or otherwise approved by operation of the terms of Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter “Letters of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents”). The issuance and expiry date Stated Amount of each Letter of Credit shall not be a Business Dayless than such amount as may be acceptable to the Issuing Lender. Each Notwithstanding the foregoing: (a) No Letter of Credit issued hereunder shall be issued if the Stated Amount upon issuance (i) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed $10,000,000, or (ii) when added to the Aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time; (b) No Letter of Credit shall be issued that by its terms expires later than the Revolving Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a minimum original face amount Letter of $100,000 or such lesser amount as approved Credit may, if requested by the applicable Borrower, provide by its terms, and on terms acceptable to the Issuing Lender. , for renewal for successive periods of one year or less (but not beyond the Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Borrower’s Reimbursement Obligations in respect Issuing Lender shall be under no obligation to issue any Letter of each Existing Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, shall be governed by or request that the terms Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or such Letter of Credit shallin particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing DateDate and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, be deemed or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to have been issued as Letters the issuance of such Letter of Credit hereunder and subject to and governed by that one or more of the terms conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of this Agreementsuch Letter of Credit would violate the provisions of Section 3.1(a).

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000100,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including including, without limitation, in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from beyond the date of issuanceTermination Date; provided, however, the expiry date of Letters of Credit may be extended from time to time by operation of the terms of the applicable Letter of Credit, and so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Termination Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and cash equivalents satisfactory to the Maturity Administrative Agent in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which that the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Borrowers from time to time upon request by the Parent Borrower in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Parent Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents; provided, however, to the extent there is any discrepancy between a provision of any LOC Document and a provision of this Agreement, the provision of this Agreement shall govern the subject matter thereof. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Wachovia shall be the Issuing Lender on all Letters of Credit. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued hereunder shall be in a minimum original face amount pursuant hereto as “Letters of $100,000 or such lesser amount as approved by the applicable Issuing Lender. Credit.” The Borrower’s Reimbursement Obligations Borrowers’ reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the LOC Documentsother Lenders set forth in this Section 2.04, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Agreed Currencies from time to time upon request from the Amendment Effective Date until the date thirty days prior to latest scheduled Termination Date as any Borrower may request, in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of the LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum Dollar Amount of the aggregate principal amount of outstanding Revolving Loans all Advances plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, Aggregate Commitment and (iii) no Issuing Lender will be required to issue the Dollar Amount of the LOC Obligations in respect of Letters of Credit in an aggregate amount in excess issued by any Issuing Lender shall not at any time exceed the LOC Commitment of such Issuing Lender’s . No Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for issue any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an if (x) the original expiry date of such Letter of Credit is more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless such Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no such Letter of Credit, as originally issued or as extended, shall have Credit has an expiry date extending beyond the date that is thirty five Business Days before the Termination Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Commitments of the Lenders other than Non- Extending Lenders (30including any replacement Lenders) days prior for the period following such Termination Date would be less than the LOC Obligations. No Issuing Lender shall be under any obligation to issue any Letter of Credit if the Maturity issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Each Letter of Credit shall be a standby letter of credit and shall comply with the related LOC Documents. If requested by the Issuing Lender, the applicable Borrower also shall submit a letter of credit application on the Issuing Lender's standard form in connection with any request for a Letter of Credit. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit issued hereunder shall the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a minimum original face amount violation of $100,000 or such lesser amount as approved any Sanctions by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of any party to this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit The Restricted Shares shall be issued for any lawful corporate purposes by the Company and may shall be issued as standby letters registered in the Participant’s name on the stock transfer books of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from Company promptly after the date of issuance; providedhereof in book-entry form, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions Company’s directions at all times prior to the issuance date the Restricted Shares vest. As a condition to the receipt of Letters of Credit hereunderthe Restricted Shares, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on Participant shall at the request of the Borrower Company deliver to the Company one or by operation of more stock powers, duly endorsed in blank, relating to the terms of Restricted Shares. In the applicable Letter of Credit to event that a date not more than twelve (12) months from certificate evidencing the date of extension; providedRestricted Shares is issued, further, that no Letter of Credit, as originally issued or as extended, the certificate representing the Restricted Shares shall have an expiry date extending beyond endorsed thereon the date that is thirty following legends: (30i) days “THE ANTICIPATION, ALIENATION, ATTACHMENT, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE 2020 OMNIBUS INCENTIVE COMPENSATION PLAN OF NEW YORK CITY REIT, INC. (THE “COMPANY”) (ADOPTED ON AUGUST 18, 2020) (AS SUCH PLAN MAY BE AMENDED FROM TIME TO TIME, THE “PLAN”) AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF [DATE]. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (ii) Any legend required to be placed thereon by applicable blue sky laws of any state. Notwithstanding the foregoing, in no event shall the Company be obligated to issue a certificate representing the Restricted Shares prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be vesting as set forth in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementSection 3 hereof.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Issuing Lender shall issue, Bank will issue and the Revolving Lenders shall Banks will participate inin the issuance by the Issuing Bank from time to time, of such Letters of Credit for from the account of Closing Date until the Termination Date as the Borrower from time to time upon may request in a customary form reasonably acceptable to the applicable Issuing LenderBank; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount with regard to each Bank individually, each such Bank's pro rata share of outstanding Revolving Loans plus LOC Obligations shall not at any time exceed such Bank's Commitment Percentage of the aggregate principal amount Revolving Committed Amount, (iii) the sum of outstanding Revolving Loans plus LOC Obligations shall not at any time exceed the lesser of the aggregate Revolving Committed Amount then in effector the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, and (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued solely in the ordinary course of business for any lawful corporate purposes and may be issued as standby letters the benefit of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditthe Borrower. Except as otherwise expressly agreed upon by all the Revolving LendersBanks, no Letter standby Letters of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance and no documentary Letters of Credit shall have an original expiry date more than 180 days following the date of issuance; , provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, Credit as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire consistent with customary practice at such time, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND THIRTY MILLION DOLLARS ($37,500,00030,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 10,000 or such lesser other amount as approved agreed by the applicable Issuing LenderAdministrative Agent and the Borrower. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of CreditJPM Chase or ▇▇▇▇▇ Fargo Bank, and each Revolving Lender’s participation obligations in connection therewith, National Association shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shallissued after July 30, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement2009.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, the Issuing Bank will, at any time and from time to time on and after the Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the last day of the LOC Documents, if anyRevolving Credit Period, and any other terms and conditions which upon request by Borrower in accordance with the Issuing Lenders may reasonably requireprovisions of Section 3.02, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit issue for the account of the Borrower from time to time upon request one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as may be acceptable to the applicable Issuing Lender; providedBank. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if, howeverafter giving effect to such issuance, that (i) the Stated Amount when added to the aggregate principal amount Letter of LOC Obligations shall not Credit Exposure of the Banks at any time such time, would exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)Letter of Credit Subcommitment, (ii) the sum of Stated Amount when added to the aggregate principal amount of outstanding Revolving Loans plus Credit Exposure, would exceed the aggregate principal amount of outstanding LOC Obligations shall not Revolving Credit Commitments at any time exceed the Revolving Committed Amount then in effectsuch time, or (iii) no any Bank is at that time a Defaulting Bank, unless the Issuing Lender will be required Bank’s Fronting Exposure is 100% covered by the commitments of the non-Defaulting Banks or the Issuing Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to issue Letters the Issuing Bank (in its sole discretion) with Borrower or such Bank to eliminate the Issuing Bank’s actual Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Bank arising from either the Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters then proposed to be issued or that Letter of Credit shall be denominated and all other Letter of Credit Exposure as to which the Issuing Bank has actual Fronting Exposure, as it may elect in Dollars and its sole discretion; (vb) Letters No Letter of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon that by all its terms expires later than the Revolving Lenders, no Letter of Credit shall have an original expiry date Maturity Date or, in any event, more than twelve (12) months from the one year after its date of issuance; provided, however, so long as no Default or Event that a Letter of Default has occurred Credit may, if requested by Borrower, provide by its terms, and is continuing and subject on terms acceptable to the other Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Issuing Bank shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Bank as of the Closing Date and conditions that the Issuing Bank in good f▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Bank shall have actual knowledge, or shall have received notice from any Bank, prior to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable such Letter of Credit to a date that one or more of the conditions specified in Section 4.01 (if applicable) or Section 4.02 are not more than twelve then satisfied (12or have not been waived in writing as required herein) months from or that the date issuance of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementSection 3.01(a).

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND MILLION DOLLARS ($37,500,000) (200,000,000), as such amount may be reduced from time to time in accordance with the “LOC Committed Amount”)terms of the Third Amendment and Section 2.24 hereof, (ii) the sum of the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Revaluation Date) of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue the aggregate stated amount of outstanding Letters of Credit in issued by an aggregate amount in excess Issuing Lender shall not exceed the Commitment of such Issuing Lender’s Issuing Lender Sublimit, in its capacity as a Lender, (iv) a JLA Issuing Lender (as defined below) shall not be obligated to issue any Letter of Credit if, after giving effect to such issuance, the aggregate stated amount of outstanding Letters of Credit issued by such JLA Issuing Lender would exceed one-fifth of the aggregate amount of all LOC Commitments, (v) all Letters of Credit shall be denominated in Dollars or Foreign Currencies, (vi) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Foreign Currency Loans plus the aggregate Dollar Amount (determined as of the most recent Revaluation Date) of LOC Obligations in respect of Letters of Credit denominated in a Foreign Currency shall not exceed the Foreign Currency Sublimit and (vvii) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Maturity Date (any such Letter of Credit being referred to as an “Extended Letter of Credit, ”) so long as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) Borrower delivers to the Administrative Agent for the benefit of the applicable Issuing Lender no later than 30 days prior to the Maturity Date, Cash Collateral for such Letter of Credit for deposit into a cash collateral account in respect of such Letter of Credit in an amount equal to the amount available to be drawn by a beneficiary under such Letter of Credit at such time of determination; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Maturity Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum stated amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (c) and (d), as applicable, with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. If requested by an Issuing Lender, the Borrowers shall submit a letter of credit application in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount Dollar Amount of $100,000 or such lesser amount Dollar Amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as As of the Closing Date, ▇▇▇▇▇ Fargo and Bank of America, N.A. are the Issuing Lenders with respect to Domestic Letters of Credit. As of the First Amendment Effective Date, ▇▇▇▇▇ Fargo, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia (collectively, the “JLA Issuing Lenders”) are the Issuing Lenders with respect to Domestic Letters of Credit. ▇▇▇▇▇ Fargo and any Discretionary Issuing Lender may be an Issuing Lender for any Foreign Letters of Credit issued on or after the Closing Date. The parties hereto agree that the Existing Letters of Credit shall be deemed to have been issued as be Letters of Credit hereunder and subject to and governed by the terms for all purposes of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Credit-Linked Issuing Lenders Lender may reasonably require, during the Credit-Linked Commitment Period each the Credit-Linked Issuing Lender shall issue, and the Revolving Credit-Linked Lenders shall participate in, standby Credit-Linked Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Credit-Linked Issuing Lender; provided, however, that (i) the aggregate principal amount of Credit-Linked LOC Obligations shall not at any time exceed THIRTYthe lesser of (A) ONE HUNDRED TWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000125,000,000) (as reduced from time to time in accordance with the terms of Section 2.5(d)(ii) or Section 2.8(a), the “Credit-Linked LOC Committed Amount”)) and (B) the principal amount of the Credit-Linked Deposit, (ii) with regard to each Credit-Linked Lender individually, (A) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the outstanding Credit-Linked LOC Obligations shall not exceed such Credit-Linked Lender’s Credit-Linked Deposit and (B) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the aggregate principal amount of the outstanding Term Loans plus outstanding Credit-Linked LOC Obligations shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment, (iii) with regard to the Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding Revolving Term Loans plus the aggregate principal amount of outstanding Credit-Linked LOC Obligations shall not at any time exceed the Revolving Credit-Linked Committed Amount then in effect, (iv) no Credit-Linked Letter of Credit may be issued without the Administrative Agent confirming in writing to any Credit-Linked Issuing Lender (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Lender) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (iii) no Issuing Lender will above shall be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitsatisfied, (ivv) all Credit-Linked Letters of Credit shall be denominated in Dollars and (vvi) Credit-Linked Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Credit-Linked Lenders, no Credit-Linked Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Credit-Linked Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that (x) no Credit-Linked Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty ten (3010) days prior to the Credit-Linked Maturity DateDate and (y) if an Event of Default exists at the time such Credit-Linked Letter of Credit is to be extended, the Credit-Linked Issuing Lender may or, at the direction of Credit-Linked Lenders holding more than 50% of the Credit-Linked Commitments, the Credit-Linked Issuing Lender shall refuse to extend such Credit-Linked Letter of Credit, in which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. Each Credit-Linked Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Credit-Linked Letter of Credit shall be a Business Day. Each Letter Any Credit-Linked Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Credit-Linked Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof, the Issuers will, jointly and severally, issue and sell to the Purchasers, and the Purchasers will purchase from the Issuers, Notes in an aggregate principal amount not to exceed the Aggregate Note Purchase Commitment of $55,000,000. The Issuers will, jointly and severally, issue and sell to each of the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the LOC Note Parties contained herein and of the Note Parties and their Subsidiaries contained in the other Note Documents, if anyand subject to satisfaction of the conditions specified in Section 2, the Purchasers will purchase from the Issuers, on the Closing Date, Notes in an aggregate amount equal to the lesser of (x) $38,000,000 and any other (y) the amount permitted in the Interim Order. On each Note Purchase Date thereafter, which shall occur no more frequently than one time in each calendar week, the Issuers will, jointly and severally, issue and sell to each of the Purchasers and, subject to the terms and conditions which hereof and in reliance upon the Issuing Lenders may reasonably require, during representations and warranties of the Commitment Period each Issuing Lender shall issueNote Parties contained herein and of the Note Parties and their Subsidiaries contained in the other Note Documents, and the Revolving Lenders shall participate in, Letters of Credit for the account subject to satisfaction of the Borrower conditions specified in Section 2, the Purchasers will purchase from time to time upon request in a form acceptable to the applicable Issuing Lender; providedIssuers, howeveron such Note Purchase Date, that (i) the an aggregate principal amount of LOC Obligations Notes equal to the least of (x) the amount specified in the related Notice of Note Purchase Request, (y) the amount permitted by the Order and (z) the amount specified in the Approved Budget. Each Purchaser’s obligation to purchase Notes on the Closing Date and each Note Purchase Date shall be several and not at joint and shall equal such Purchaser’s Commitment Percentage of the Notes to be purchased on such date. The Note Parties and the Purchasers agree that the values ascribed to the Notes (which values shall be used by the Note Parties and the Purchasers, as well as any time exceed THIRTYsubsequent holder of any of the Securities, for all purposes, including the preparation of tax returns) shall be the face amount of such Notes (whether evidenced on actual Notes or as set forth on the Register as evidence of the Obligations). The Notes issued on the Closing Date shall be specified as the A-1 Notes, and the Notes issued on each subsequent Note Purchase Date shall be numbered sequentially (▇-SEVEN MILLION▇, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”▇-▇, etc...), (ii) the sum and each of the aggregate principal amount series of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit Notes shall have an original expiry date more identical terms and the same treatment (pari passu) hereunder other than twelve (12) months from the having a different date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 40,000,000 (the “LOC |US-DOCS\140878708.9|| Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate business purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionannually in accordance with Section 2.2(l); provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty seven (307) days prior to the Revolving Maturity Date (the “Letter of Credit Expiration Date”). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing No Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by issued if it would be in contravention of any applicable law or the terms of this Credit Agreement. The Existing Letters of Credit shall, as standard policies and practices and of the Closing Date, be deemed Issuing Lender applicable to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementall applicants.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Revolving Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, ▇▇▇▇▇ Fargo shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, . The Issuing Lender shall be deemed under no obligation to have been issued as Letters issue any Letter of Credit hereunder and subject if any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into arrangements satisfactory to and governed by the terms Issuing Lender with the Borrower or such Defaulting Lender to eliminate the Issuing Lender's risk with respect to such Defaulting Lender's pro rata share of this Agreementthe LOC Obligations.

Issuance. Subject to Section 2.3(h) and the other terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of the LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND AND FIFTY MILLION DOLLARS ($37,500,000150,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit the Advances Outstanding in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitAlternative Currencies shall not exceed the Alternative Currency Sub Limit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency (without limiting the provisions of Section 2.3(h), Letters of Credit issued in Dollars shall only be issued for the account of the Initial Borrower and Letters of Credit issued in Alternative Currencies shall be issued for the account of any Borrower) and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the applicable Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to the Commitment Termination Date provided that the Borrower deposits cash collateral (30) 30 days prior to the Maturity Commitment Termination Date) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit and in the Currency in which such Letter of Credit was issued. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000. Notwithstanding the foregoing or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms any other provision of this Agreement, the Issuing Lender shall have no obligation to issue any Letter of Credit if a default of any Lender’s obligations to fund under this Section 2.3 exists or any Lender is at such time an Impacted Lender, unless the Issuing Lender has entered into cash collateral arrangements or other arrangements with the applicable Borrower or any other party which are satisfactory to the Issuing Lender in its sole and absolute discretion to eliminate the Issuing Lender’s risk with respect to such Impacted Lender. Any requirement imposed on the applicable Borrower to provide cash collateral hereunder shall be expressly permitted, notwithstanding any negative pledge or other restriction elsewhere in this Agreement or any other Credit Document.

Issuance. Subject The Existing Letters of Credit have previously been issued by the applicable Issuing Lender and subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, Bank of America, in its capacity as an Issuing Lender, agrees to issue, the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each applicable Issuing Lender shall issueagrees to renew, extend and modify and each Lender with a Revolving Commitment severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Dollars from time to time upon request in from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, by delivering a form acceptable Letter of Credit Application to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE ONE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,000140,000,000) (the “LOC Committed Amount”), ) and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the lesser of (i) the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (vii) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditthe Borrowing Base. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve twenty (1220) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that any such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time to time on the request of the Borrower or by operation of the terms of period (which in no event shall exceed one year in each instance) unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The All Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of this Agreementand conditions hereof.

Issuance. Subject In reliance upon the other Lenders' obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYthe lesser of (A) SEVENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00075,000,000) and (B) the Revolving Committed Amount (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from beyond the date of issuanceMaturity Date; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionCredit; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Maturity Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Lenders and deposited therein cash and Cash Equivalents in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement100,000.

Issuance. Subject to the terms and conditions hereof and of this Agreement, L▇▇▇▇▇▇ agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the LOC DocumentsU.S. Borrowers or the Canadian Borrowers, if anyas the case may be, and any other terms and conditions which for such Borrowers’ account (or, in the Issuing Lenders may reasonably requirecase of a U.S. Borrower, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of any of such U.S. Borrower’s Restricted Subsidiaries designated thereby, provided that such U.S. Borrower shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries), Letter of Credit Obligations with respect to Letters of Credit to be issued by an L/C Issuer for such Borrowers’ account (or, in the case of a U.S. Borrower, for the account of any of such U.S. Borrower’s Restricted Subsidiaries, provided that such U.S. Borrower from time to time upon request in a form acceptable shall be liable hereunder for all Letter of Credit Obligations incurred by its Restricted Subsidiaries). For the avoidance of doubt, no Letter of Credit shall be issued for the account of any Unrestricted Subsidiary. Each Lender shall, subject to the applicable Issuing Lender; providedterms and conditions hereinafter set forth, however, that purchase (ior be deemed to have purchased) the risk participations in all such Letters of Credit as more fully described in Section 2.2(b)(ii). The Parent Borrower shall be a co-obligor on any Letter of Credit issued on account of any U.S. Borrower. The aggregate principal amount of LOC all such Letter of Credit Obligations shall not at any time exceed THIRTY-SEVEN MILLIONshall, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000subject to Section 2.3(b)(ii) (the “LOC Committed Amount”and Section 2.3(b)(iii), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall as applicable, not at any time exceed the Revolving Committed Amount then in effect, Dollar Equivalent of $350,000,000200,000,000 (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of the “L/C Sublimit”). No such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date that is more than twelve (12) months from one year following the date of issuanceissuance thereof, but may contain provisions for automatic renewal thereof for periods not in excess of one (1) year, unless otherwise reasonably determined by Agent and the applicable L/C Issuer, in their respective sole discretion, and no Lender shall be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than the fifth (5th) Business Day prior to the Stated Termination Date; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters further that a Letter of Credit hereundermay, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on upon the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedBorrower, further, that no Letter of Credit, as originally be issued or as extended, shall have an expiry date extending renewed for a period beyond the date that is thirty five (305) days Business Days prior to the Maturity maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Stated Termination Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Stated Termination Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Letter of Credit Obligations to the other Lenders would reasonably be expected to cause the Letter of Credit Obligations and Loans of any Lender to exceed its Commitment (an “Affected L/C Issuer”), taking into account the amount of outstanding Aggregate Revolving Credit Exposure, then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Non-Funding Lender or Impacted Lender has been replaced, the Letter of Credit Obligations have been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional Letter of Credit Obligations will be covered by all Lenders who are not Non-Funding Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof, the aggregate amount of all Letter of Credit Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed the Dollar Equivalent of such L/C Issuer’s L/C Issuer Fronting Sublimit Amount. Each Letter of Credit shall comply with will be denominated in Dollars, Canadian Dollars, or (in the related LOC Documents. The issuance and expiry date case of each a Letter of Credit shall be requested for the account of a Business Day. Each Letter U.S. Borrower or any of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount its Restricted Subsidiaries) any Alternative Currency, as approved specified by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementBorrower Representative.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, commercial letters of credit and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty three (303) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 50,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, W▇▇▇▇ Fargo shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, . The Issuing Lender shall be deemed under no obligation to have been issued as Letters issue any Letter of Credit hereunder and subject if any Lender is at such time a Defaulting Lender, unless the Issuing Lender has entered into arrangements satisfactory to and governed by the terms of this AgreementIssuing Lender with the Borrower or such Lender to eliminate the Issuing Lender's risk with respect to such Lender's LOC Obligations.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, each Issuing Bank agrees, at any time and from time to time on and after the Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the last day of the LOC Documents, if anyRevolving Credit Period, and any other terms and conditions which upon request by Borrower to it in accordance with the Issuing Lenders may reasonably requireprovisions of Section 3.02, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit to issue for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount one or more irrevocable standby letters of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be credit denominated in Dollars and in a form customarily used or otherwise approved by such Issuing Bank (vtogether with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as may be acceptable to such Issuing Bank. Notwithstanding the foregoing: (a) Letters No Letter of Credit shall be issued for if, after giving effect to such issuance, (i) the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks at such time, would exceed the aggregate Letter of Credit Commitment, (ii) with respect to a Letter of Credit with the applicable Issuing Bank, the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks with respect to Letters of Credit issued by the applicable Issuing Bank at such time, would exceed the Letter of Credit Commitment of such Issuing Bank,(iii) the Stated Amount when added to the aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time, or (iv) any lawful corporate purposes and may Bank is at that time a Defaulting Bank, unless such Issuing Bank’s Fronting Exposure is 100% covered by the commitments of the non-Defaulting Banks or the applicable Issuing Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with Borrower or such Bank to eliminate such Issuing Bank’s actual Fronting Exposure(after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as standby letters of creditto which the Issuing Bank has actual Fronting Exposure, including as it may elect in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no its sole discretion; (b) No Letter of Credit shall have an original expiry date be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than twelve (12) months from the one year after its date of issuance; provided, however, so long as no Default or Event that a Letter of Default has occurred Credit may, if requested by Borrower, provide by its terms, and is continuing and subject on terms acceptable to the other applicable Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until such Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) No Issuing Bank shall be under any obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Bank as of the Closing Date and conditions that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) such Issuing Bank shall have actual knowledge, or shall have received notice from any Bank, prior to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable such Letter of Credit to a date that one or more of the conditions specified in Section 4.01 (if applicable) or Section 4.02 are not more than twelve then satisfied (12or have not been waived in writing as required herein) months from or that the date issuance of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementSection 3.01(a).

Issuance. Subject to the terms and conditions hereof and applicable provisions of this Agreement, on any Business Day during the Disbursement Period, as part of the LOC DocumentsCredit available under the Revolving Facility, if anyupon three (3) Business Days’ prior written Notice of Borrowing to the Agent, and any other terms and conditions which the Borrower may cause to be issued by the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account on behalf of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Lenders one or more Letters of Credit in an a maximum aggregate amount outstanding at any time not exceeding the lesser of $550,000,000 and the available Credit under the Revolving Facility to support a bid in excess the Spectrum Auction and Purchase, provided that the Security will extend to the property of the entity that will own the auctioned spectrum if it is a member of the VL Group (subject to the provisions of Section 9.3) and to its Equity Interests if held by a member of the VL Group (subject to the provisions of Section 9.3 and if not so held, the provisions of Section 13.10 shall apply), unless, with respect to such Issuing Lender’s Issuing Lender SublimitEquity Interests, (iv) all such owner is the Borrower. Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for other purposes hereunder shall not exceed a maximum amount outstanding at any lawful corporate purposes and may be issued as standby letters time of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date$50,000,000. Each Letter of Credit shall comply be issued in Canadian Dollars (although Letters of Credit issued under the Swing Line may also be in US Dollars). Concurrently with the related LOC Documentsdelivery of a Notice of Borrowing requesting a Letter of Credit, the Borrower shall execute and deliver to the Issuing Lender the documents required by the Issuing Lender in respect of the requested type of Letter of Credit, including a Letter of Credit application and indemnity on the Issuing Lender’s standard forms. In the event of any conflict between the provisions of this Agreement and the provisions of any document relating to a Letter of Credit, the provisions of this Agreement shall govern and prevail. The issuance and expiry date term of each Letter of Credit shall expire prior to the end of the Term and shall not be more than 364 days and shall otherwise be in form and substance satisfactory to the Issuing Lender. If the Borrower wishes to cause the issuance of a Business Day. Each Letter of Credit issued hereunder shall be in that has a minimum original face amount of $100,000 or such lesser amount as approved by maturity date expiring after the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as expiry of the Closing DateTerm, be deemed the Borrower undertakes to have been issued provide the Agent with LC Escrowed Funds (as Letters defined in Section 4.2.5) no later than one (1) Business Day prior to the expiry of Credit hereunder and subject to and governed by the terms of this AgreementTerm.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWENTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “LOC Committed AmountSublimit”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit issued on or such lesser amount as approved by after the applicable Issuing LenderClosing Date. The Borrower’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters Notwithstanding anything to the contrary contained in this Section 2.3, the Issuing Lender shall not be obligated to issue any Letter of Credit shall(i) if such issuance would conflict with, as or cause the Issuing Lender or any Revolving Lender to exceed any limits imposed by, any Applicable Law or (ii) at a time when any other Lender is a Defaulting Lender, unless the Issuing Lender has entered into arrangements (which may include the delivery of cash collateral) with the Closing Date, be deemed Borrower or such Defaulting Lender which are satisfactory to have been issued as Letters of Credit hereunder and subject the Issuing Lender to and governed by eliminate the terms of this AgreementIssuing Lender’s Fronting Exposure (after giving effect to Section 2.21(c)) with respect to any such Defaulting Lender.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender50,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms ---------------------------- -------- and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate on the Revolving Lenders shall participate interms set forth in this Section 2.2 in the issuance by the Issuing Lender of, standby and trade Letters of Credit for the account of the Borrower at sight and in Dollars from time to time upon request from the Closing Date until the Termination Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC -------- ------- Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “"LOC Committed Amount”), ") and (ii) the sum of the aggregate -------------------- principal amount of outstanding Revolving Loans Loans, plus the aggregate principal ---- amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as Amount. No standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Termination Date. No trade Letter of Credit shall (x) have an original expiry date that is thirty more than 180 days from the date of issuance or (30y) as originally issued or extended, have an expiry extending no more than 30 days prior to the Maturity Termination Date. Each Letter of Credit shall comply with or relate to, as applicable, the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, Documents and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. (i) Subject to and upon the terms and conditions hereof and of set forth herein, the LOC Documents, if any, and any other terms and conditions which Borrower may request the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueissuance of, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required Bank hereby agrees to issue Letters of [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the Issuing Bank shall refuse to issue a Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all for any other purpose). Letters of Credit issued hereunder shall be denominated in Dollars constitute utilization of the total aggregate LC Commitment and (v) Letters at any time the LC Exposure of Credit all LC Lenders at such time shall be issued for any lawful corporate purposes and may be issued as standby letters not exceed the total aggregate LC Commitment of credit, including in connection with workers’ compensation and other insurance programs and commercial letters all LC Lenders. The Issuing Bank will make available to the beneficiary thereof the original of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve issued by it hereunder and any subsequent modifications or amendments thereto. (12ii) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to Immediately upon the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable a Letter of Credit (or an amendment to a date not more than twelve (12Letter of Credit increasing the amount thereof) months by the Issuing Bank and without any further action on the part of the Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the date Issuing Bank a participation in such Letter of extension; provided, further, that no Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty . (30iii) days prior to the Maturity Date. Each Letter of Credit shall comply with (A) be denominated in Dollars, (B) expire no later than the related LOC Documents. The earlier of (x) the 5th anniversary of its date of issuance and expiry date (y) the Maturity Date and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of each Letter Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Credit shall be a Business DayCommerce, Publication No. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount 590, as approved by mutually agreed between the Borrower, the Administrative Agent and the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementBank.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing continuing, any Issuing Bank will, at any time and subject from time to time on and after the Closing Date and prior to the earlier of (i) the L/C Maturity Date and (ii) the Termination Date, and upon request by ▇▇▇▇▇▇▇▇ on behalf of a Borrower in accordance with the provisions of Section 3.2, issue for the account of such Borrower or its Subsidiaries one or more irrevocable standby or commercial letters of credit denominated in any Currency and in a form customarily used or otherwise approved by such Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, and together with the Existing Letters of Credit, collectively, the “Letters of Credit”); provided that any Letter of Credit requested to be issued for the account of a Foreign Subsidiary must be requested by a Foreign Subsidiary Borrower (it being understood that such request may be made by ▇▇▇▇▇▇▇▇ on behalf of such Foreign Subsidiary Borrower). The Stated Amount of each Letter of Credit shall not be less than $100,000, or such lesser amount as may be acceptable to the applicable Issuing Bank. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued for the account of a Borrower or its Subsidiaries if, after giving effect to such issuance, (i) the Dollar Amount of the Stated Amount of such Letter of Credit, when added to the aggregate L/C Exposure of the Lenders at such time, would exceed the L/C Subcommitment; (ii) the Dollar Amount of the Stated Amount of such Letter of Credit, when added to the Aggregate Credit Exposure, would exceed the aggregate Commitments at such time; (iii) the Dollar Amount of the Stated Amount of such Letter of Credit, when added to the Credit Extended to such Borrower at such time, would exceed such Borrower’s Sublimit; or (iv) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with such Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other terms L/C Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as reasonably determined by such Issuing Bank; (b) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will benefit, a Subsidiary of any Borrower, such Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and conditions to all drawings under such Letter of Credit (and each Borrower hereby acknowledges that the issuance of Letters of Credit hereunder, for the expiry dates benefit of Letters its Subsidiaries inures to the benefit of Credit may be extended annually or periodically such Borrower and that such Borrower’s business derives substantial benefits from time to time on the request businesses of the Borrower or by operation of the terms of the applicable such Subsidiaries); (c) No Letter of Credit to a date not shall be issued that by its terms expires later than one year after the Maturity Date or, in any event, more than twelve (12) months from the one year after its date of extensionissuance; provided, furtherhowever, that no (i) a Letter of CreditCredit may, as originally issued if requested by a Borrower, provide by its terms, and on terms acceptable to the applicable Issuing Bank, for renewal for successive periods of one year or as extended, shall have an expiry date extending less (but not beyond the date that is thirty (30) days prior to one year after the Maturity Date. Each ), unless and until the applicable Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date (an “Auto-Extension Letter of each Credit”), (ii) any Auto-Extension Letter of Credit shall must permit the applicable Issuing Bank to prevent any such extension at least once in each 12-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 12-month period to be a Business Day. Each agreed upon at the time such Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved is issued, (iii) unless otherwise directed by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect Bank, ▇▇▇▇▇▇▇▇ or the applicable Borrower shall not be required to make a specific request to the applicable Issuing Bank for any such extension of each Existing an Auto-Extension Letter of Credit, and each (iv) once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the expiration date of such Letter of Credit, except that the applicable Issuing Bank shall not permit any such extension if (A) such 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, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender’s participation obligations , ▇▇▇▇▇▇▇▇ or the applicable Borrower that one or more of the applicable conditions specified in connection therewithSection 4.2 is not then satisfied, and in each such case directing the applicable Issuing Bank not to permit such extension; provided further that any Letter of Credit each Letter of Credit with an expiry date after the L/C Maturity Date shall be governed by the terms of this Credit Agreement. The Existing Letters subject to Section 3.12; (d) No Issuing Bank shall be under any obligation to issue any Letter of Credit shallif, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Bank as of the Closing DateDate and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, be deemed or (ii) such Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.1 (if applicable) or 4.2 are not then satisfied (or have not been issued waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Section 3.1(a); and (e) Notwithstanding any provision in this Agreement to the contrary, all Letters of Credit hereunder and subject to and governed issued under this Agreement shall be issued by ▇▇▇▇▇ Fargo, Bank of America, N.A., or such other Lender as approved by the terms Administrative Agent and ▇▇▇▇▇▇▇▇ (in accordance with the definition of this AgreementIssuing Bank hereunder).

Issuance. Subject to (a) Upon the terms and subject to the conditions hereof hereof, the Issuing Bank, in reliance upon the representations and warranties of the LOC DocumentsBorrowers contained herein, if any, and any other terms and conditions which agrees to issue standby letters of credit (the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit "LETTERS OF CREDIT") for the account of the Borrower Borrowers in such form as may be requested from time to time upon request in a form acceptable by the Borrowers and agreed to by the applicable Issuing Lender; providedBank, however, PROVIDED that the Maximum Drawing Amount (iafter giving effect to all requested Letters of Credit) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Letter of Credit Sublimit, PROVIDED, FURTHER that the Total Outstandings (after giving effect to all requested Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Credit Loans and Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitCredit) shall not at any time exceed the Total Commitment, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, provided further that no Letter of Credit shall have an original expiry expiration date more later than twelve 60 days after the Maturity Date. At least three (123) months from Business Days prior to the proposed issuance date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no any Letter of Credit, as originally issued or as extended, the Borrowers shall have an expiry date extending beyond the date that is thirty (30) days prior deliver to the Maturity Date. Each Issuing Bank a Letter of Credit Application setting forth the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit), the requested language of the requested Letter of Credit and such other information as the Issuing Bank shall comply with require. Each request for the issuance of a Letter of Credit hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in Section 3.2 (and, in the case of a request for an initial Letter of Credit, Section 3.1) have been satisfied as of the date of such request. To the extent there is a conflict between the provisions of any such Letter of Credit Application and/or related LOC Documents. The documents and this Agreement, the terms of this Agreement shall be controlling. (b) Effective upon the issuance and expiry date of each Letter of Credit shall be and without any further action on the part of the Issuing Bank or the Lenders in respect thereof, the Issuing Bank hereby grants to each Lender, and each such Lender hereby acquires from the Issuing Bank, a Business Day. Each participating interest in such Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or proportion to such lesser amount as approved by Lender's Commitment Percentage (the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit"LETTER OF CREDIT PARTICIPATION"), and each Revolving Lender’s participation obligations in connection therewith, Lender severally agrees that it shall be governed absolutely liable, without regard to the occurrence of any Default or Event of Default, to the extent of such Lender's Commitment Percentage, to reimburse the Issuing Bank on demand for the amount of each draft paid by the terms of this Credit Agreement. The Existing Letters Issuing Bank under each Letter of Credit shall, to the extent that such amount is not reimbursed by the Borrowers. (c) All letters of credit issued under the Original Credit Agreement and outstanding as of the Closing Date, Date shall be deemed to have been issued as be Letters of Credit hereunder issued and subject to and governed by the terms of outstanding under this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Borrowers from time to time upon request by the Parent Borrower in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND THREE MILLION DOLLARS ($37,500,0003,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effectand (B) the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Parent Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents; provided, however, to the extent there is any discrepancy between a provision of any LOC Document and a provision of this Agreement, the provision of this Agreement shall govern the subject matter thereof. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Wachovia shall be the Issuing Lender on all Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by after the applicable Issuing LenderClosing Date. The Borrower’s Reimbursement Obligations Borrowers' reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s 's participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Applicable Borrower from time to time upon request by the Administrative Borrower in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “LOC Committed Amount”), (ii) the aggregate principal amount of outstanding Revolving Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not exceed $150,000,000 at any time outstanding, (iii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (iiiB) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitthe Borrowing Base, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes of the Applicable Borrower and its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Administrative Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty five (305) days Business Days prior to the Maturity DateDate for LOC Obligations. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. Unless otherwise agreed, Wachovia shall be the Issuing Lender on all Letters of Credit issued on or after the Closing Date; provided, however, to the extent Wachovia shall be unable to provide any Letter of Credit requested by a Borrower, either ING Bank N.V., London Branch or Deutsche Bank AG New York Branch may serve as the Issuing Lender for such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of -------- the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at -------- ------- any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC --- Committed Amount”"), (ii) with regard to the sum Lenders collectively, the ---------------- amount of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (B) the Borrowing Base less the outstanding ---- Term Loan and (iii) no Issuing with regard to each Lender will be required to issue Letters of Credit in an aggregate individually, the amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters 's Revolving Commitment Percentage of Credit the sum of Revolving Loans plus LOC Obligations plus Swingline Loans outstanding shall be denominated in Dollars and (v) Letters not ---- ---- exceed such Lender's Revolving Commitment Percentage of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Committed Amount. No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. No letter of credit shall be issued hereunder until such issuance has been approved by Bank. Subject to the terms and conditions hereof and foregoing, each Borrower may request the issuance of the LOC Documentsletters of credit from Bank to be payable to such Persons as such Borrower may request, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) Bank shall have no obligation to issue any letter of credit upon the aggregate principal amount occurrence and during the continuance of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)an Event of Default, (ii) the sum form of each letter of credit must be in compliance with all of the aggregate principal amount standard requirements of outstanding Revolving Loans plus the aggregate principal amount Bank including payment of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectcustomary fees of Bank associated therewith, (iii) no Issuing Lender will be required to issue Letters of Credit in an the maximum aggregate amount of all letters of credit issued by Bank on behalf of Borrowers shall in excess no event exceed the lesser of such Issuing Lender’s Issuing Lender Sublimit(A) Five Million and No/100 Dollars ($5,000,000.00) or (B) the amount available to Borrowers under Section 2.1 hereof, and (iv) all Letters no such letter of Credit credit shall be denominated in Dollars and provide for an expiration date beyond the earlier of (vA) Letters the expiration of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve one (121) months year from the date of issuance; provided, howeveror (B) the Revolving Loan Maturity Date, except that upon the prior approval of Bank, Bank may elect to issue letters of credit with expiration dates which extend beyond the Revolving Loan Maturity Date upon the creation of a first and prior perfected security interest in favor of Bank in cash collateral securing performance of Borrowers’ obligations hereunder with respect to such letters of credit. In the event that a beneficiary of any letter of credit issued hereunder requests payment thereunder and Bank makes such payment, the amount so long funded shall be deemed an Advance under the Revolving Note and begin to accrue interest immediately at the Revolving Loan Rate. All letters of credit to be issued in connection with this Agreement shall be at the sole discretion of, and upon such terms as no Default or Event of Default has occurred are reasonably acceptable to, Bank, and is continuing and subject to must be in compliance with the other terms and conditions to limits on the issuance of Letters of Credit aggregate amount which Borrowers may borrow hereunder, the expiry dates and all other requirements of Letters this Agreement. For each letter of Credit may be extended annually credit issued by Bank for or periodically from time to time on behalf of or at the request of a Borrower hereunder, Borrowers shall pay to Bank a letter of credit issuance fee in an amount to be designated by Bank in its sole discretion (or if no amount is so designated, in an amount equal to the Borrower or by operation greater of (a) one and one-half percent (1.5%) per annum of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of the letter of credit, or (b) Five Hundred Dollars ($100,000 500) per annum). In addition, Borrowers shall pay to Bank an amendment fee in an amount to be designated by Bank in its sole discretion (or such lesser if no amount as approved by is so designated, in the applicable Issuing Lenderamount of Five Hundred Dollars ($500)) for each amendment to each letter of credit outstanding hereunder. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, Borrowers shall also pay to Bank all customary fees and each Revolving Lender’s participation obligations expenses incurred in connection therewithwith any letter of credit issued hereunder, including without limitation courier fees and SWIFT fees. In no event shall be governed the issuance or amendment fees, or any other costs, fees or expenses payable by the terms of this Credit Agreement. The Existing Letters of Credit shallBorrowers hereunder, as of the Closing Datebe, or be deemed to have been issued as Letters be, interest or compensation for the use, forbearance or detention of Credit hereunder and subject to and governed by the terms of this Agreementmoney.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and any such other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of the Borrower from time to time upon request a subsidiary or affiliate as provided herein, in a form reasonably acceptable to the applicable Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate principal amount of LOC Obligations shall not exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000) at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “"LOC Committed Amount”"), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of outstanding Revolving Committed Loans plus the aggregate principal amount of outstanding LOC Obligations Competitive Loans shall not at any time exceed the Revolving Committed Amount then in effectAmount, and (iii) no Issuing with regard to each Lender will be required to issue individually, such Lender's Commitment Percentage of Committed Loans shall not exceed such Lender's Revolving Committed Amount. Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit issued hereunder shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall not have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters extension. If any Letter of Credit hereunderissued hereunder shall have an expiry date, whether as originally issued or by extension, extending beyond the Termination Date, the expiry dates of Letters of Credit may be extended annually or periodically from time to time Borrower shall, on the request of the Borrower or by operation of the terms of the applicable Termination Date, either (i) cause such Letter of Credit to be surrendered to the Issuing Lender, (ii) provide to the Issuing Lender a date not more than twelve back-to-back letter of credit in respect thereof reasonably satisfactory to the Issuing Lender or (12iii) months from provide cash collateral to the date of extension; provided, further, that no Issuing Lender in an amount equal to the maximum amount available to be drawn under such Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject In reliance upon the other Revolving Lenders’ obligation to participate therein, and subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the applicable Issuing Lenders Lender may reasonably require, during the Commitment Period each the applicable Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE the lesser of (A) ONE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000150,000,000) and (B) the Revolving Committed Amount (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lendersapplicable Issuing Lender and the Administrative Agent, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuancebeyond one-year; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionCredit; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior Maturity Date unless the Borrower shall have established a cash collateral account in favor of the Agent for the benefit of the Revolving Lenders and deposited therein cash and Cash Equivalents in a sufficient amount to adequately secure the LOC Obligations which extend beyond the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement100,000.

Issuance. Subject For the purpose of inducing Executive to enter into this Agreement and the terms and conditions hereof and Asset Purchase Agreement, CRC agrees to issue options to purchase an aggregate of 1,000,000 shares of CRC common stock at an exercise price of seventeen cents per share (the "Options"). The Options shall be issued to such employees of the LOC DocumentsCompany as determined by Executive, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account provided that no more than 820,000 of the Borrower from time Options shall be issued to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that Executive. The Options shall vest and become exercisable as follows: (i) if, as of January 1, 2001, the aggregate principal amount Company had revenues for the year ending December 31, 2000 of LOC Obligations at least $2,000,000, then one-third (and only one-third) of the outstanding Options shall not immediately vest and become exercisable; and (ii) if, as of January 1, 2002, the Company had cumulative revenues for the two years ending December 31, 2001 of at least $4,000,000, then an additional one-third (and only one-third) of the outstanding Options shall immediately vest and become exercisable. Notwithstanding anything herein to the contrary, all unvested Options shall immediately vest and become exercisable in the event that the Company achieves, at any time exceed THIRTY-SEVEN MILLIONprior to December 31, FIVE HUNDRED THOUSAND DOLLARS (2002, cumulative revenues of at least $37,500,000) (8,000,000. Notwithstanding anything herein to the “LOC Committed Amount”)contrary, (iiA) upon the sum termination of this Agreement due to Executive's death, all unvested Options held by Executive (but not any other holder of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Options) shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars immediately vest and become exercisable; and (vB) Letters upon the termination of Credit this Agreement under Section 5.3 or Section 5.4 above, the unvested Options held by Executive shall be issued for any lawful corporate purposes vest and may be issued as standby letters of credit, including become exercisable (if at all) in connection accordance with workers’ compensation and other insurance programs and commercial letters of creditthe provisions set forth above in this Section 9. 1. Except as expressly provided otherwise expressly agreed herein, any unvested Options shall be terminated and canceled upon such time that the employee to whom such Options were issued ceases to be employed by all the Revolving LendersCompany. The Options shall be evidenced by separate Option Issuance Agreements, no Letter in the form adopted for such purpose by the Company's board of Credit directors, which shall have an original expiry date more than twelve (12) months from be executed and delivered by the Company as soon as practicable following the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementhereof.

Issuance. Subject to the terms and conditions hereof and of the U.S. LOC Documents, if any, and any other terms and conditions which the U.S. Issuing Lenders Lender may reasonably require, during and in reliance upon the Commitment Period each agreements of the Credit Parties and U.S. Revolving Lenders set forth herein, the U.S. Revolving Lenders will participate in the issuance by the U.S. Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request of such U.S. Letters of Credit in U.S. Dollars from the Closing Date until the Termination Date as Airgas may request, in a form acceptable to the applicable U.S. Issuing Lender; provided, however, that (i) the aggregate principal amount of U.S. LOC Obligations outstanding shall not at any time exceed THIRTYSIXTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION U.S. DOLLARS ($37,500,00065,000,000) (the “U.S. LOC Committed Amount”), ) and (ii) the sum of the aggregate principal amount of outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding Competitive U.S. Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus U.S. LOC Obligations outstanding shall not at any time exceed the aggregate U.S. Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No U.S. Letter of Credit shall (x) except in the case where the U.S. Issuing Lender in respect of a U.S. Letter of Credit has been replaced by a successor U.S. Issuing Lender, have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such U.S. Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless the U.S. Issuing Lender gives notice of non-renewal to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such U.S. Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect), or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Termination Date. The U.S. Issuing Lender shall be under no obligation to issue any U.S. Letter of Credit if the issuance of such U.S. Letter of Credit would violate any applicable Requirement of Law or any policy of the U.S. Issuing Lender. Each U.S. Letter of Credit shall comply with the related U.S. LOC Documents. The issuance and expiry date of each U.S. Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall severally participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE THREE HUNDRED THOUSAND MILLION DOLLARS ($37,500,000300,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of outstanding the most recent Revaluation Date) of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Competitive Loans shall not at any time exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or Foreign Currencies and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount Dollar Amount of $100,000 or such lesser amount Dollar Amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Domestic Letters of Credit shall, as of issued on or after the Closing Date, . Wachovia and any Discretionary Issuing Lender may be deemed to have been issued as an Issuing Lender for any Foreign Letters of Credit hereunder and subject to and governed by issued on or after the terms of this AgreementClosing Date.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the U.S Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, SEVENTY FIVE HUNDRED THOUSAND MILLION U.S. DOLLARS ($37,500,000U.S.$75,000,000) (the “"LOC Committed Amount”"), (ii) with regard to the sum of U.S. Revolving Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans plus the aggregate principal amount of outstanding U.S. Swingline Loans plus LOC Obligations shall not at any time exceed the Aggregate U.S. Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, commercial letters of credit and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 U.S.$100,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, SunTrust shall be governed by the terms Issuing Lender on all Letters of this Credit Agreementissued on or after the Closing Date. The All Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of this Agreementterm and conditions hereof.

Issuance. Subject From the Closing Date until the Revolving Loan Maturity Date, subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and any such other terms and conditions which the Issuing Lenders L/C Issuer may reasonably require, during the Commitment Period each Issuing Lender L/C Issuer shall issue, and the Revolving Lenders shall participate in, such Letters of Credit for the account of as the Borrower from time to time upon may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the applicable Issuing LenderL/C Issuer, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate principal amount of LOC Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time exceed THIRTY-SEVEN MILLIONtime, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), and (ii) the sum of the aggregate principal amount of outstanding the Revolving Loans plus the aggregate principal amount Loans, Swing Line Advances and Letter of outstanding LOC Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credittime. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry expiration date more later than twelve (12) months from the earlier of the Revolving Loan Maturity Date and one year after the date of issuanceissuance thereof; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower may request issuance or by operation renewal of the terms of the applicable a Letter of Credit to a date not more than twelve (12) months from after the date Revolving Loan Maturity Date if, at the time of extension; providedsuch issuance or renewal, further, that no the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days regardless of whether presented prior to the Maturity Datesuch date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit issued hereunder Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shalldeemed for all purposes, as of the Closing Datesuch date, be deemed without further action by any Person, to have been issued as Letters hereunder, and each such issuer of Credit the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and subject to and governed by until the terms of this Agreementtermination, expiration or replacement of, such Existing L/Cs.

Issuance. Subject The shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Committee may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions hereof and (including forfeiture) of the LOC DocumentsWorld Fuel Services Corporation 2006 Omnibus Plan, if anyas amended and restated, and any other a Restricted Stock Grant Agreement, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of World Fuel Services Corporation.” The stock certificates or book entry credits evidencing the shares of Restricted Stock and Remaining Shares (which shall also contain the Issuing Lenders may reasonably require, during legend set forth above) shall be held in the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account custody of the Borrower from time to time upon request in Company until the restrictions thereon shall have lapsed and, if requested by the Company, as a form acceptable condition of receiving the Restricted Stock , the Participant shall deliver to the applicable Issuing Lender; providedCompany a stock power, howeverendorsed in blank, that relating to such Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock or Remaining Shares upon the later of (i) vesting of the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), Restricted Stock pursuant to this Agreement and (ii) in the sum case of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunderRemaining Shares, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request last day of the Borrower Restriction Period. If and when the shares of Restricted Stock or by operation of the terms of the applicable Letter of Credit to a date not more than twelve Remaining Shares (12as applicable) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by are forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock or Remaining Shares (as applicable). Notwithstanding the foregoing, the Company shall be entitled to hold the Restricted Stock until the Company shall have received from the Participant a duly executed Form W-9 or W-8, as applicable.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTEEN MILLION DOLLARS ($37,500,00015,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months one year from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 100,000. Wachovia shall be the Issuing Lender on all Letters of Credit issued on or such lesser amount as approved by after the applicable Issuing LenderClosing Date. The Borrower’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit in Dollars and in Available Foreign Currencies for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND MILLION DOLLARS ($37,500,000200,000,000) (the “LOC Committed Amount”), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount Dollar Amount (determined as of the most recent Determination Date) of Obligations outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time shall not exceed the Aggregate Revolving Committed Amount then in effectAmount, (iii) no Issuing with regard to each Lender will be required to issue Letters individually, the aggregate principal Dollar Amount (determined as of Credit in an aggregate amount in excess the most recent Determination Date) of such Issuing Lender’s Issuing Lender Sublimit, Revolving Commitment Percentage of Committed Obligations outstanding at any time shall not exceed such Lender’s Revolving Committed Amount; and (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing LenderLender may agree. The Borrower’s Reimbursement Obligations Additionally, the Borrower and Bank of America, N.A. (as an Issuing Bank for these purposes) shall have the option to move letters of credit in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of existence on the Closing Date, be deemed to have been issued as without further consent from the Lenders, under this Credit Agreement and they shall become Letters of Credit hereunder and subject to and governed by the terms of this Agreementfor all purposes hereunder.

Issuance. Subject to (a) Upon the terms and subject to the conditions hereof hereof, the Issuing Bank, in reliance upon the representations and warranties of the LOC DocumentsBorrowers contained herein, if any, and any other terms and conditions which agrees to issue letters of credit (the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, "Letters of Credit Credit") for the account of the Borrower Borrowers in such form as may be requested from time to time upon request in a form acceptable by the Borrowers and agreed to by the applicable Issuing Lender; providedBank, however, provided that the Maximum Drawing Amount (iafter giving effect to all requested Letters of Credit) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; Sublimit, provided, howeverfurther, so long as no Default or Event of Default has occurred that the Total Outstandings (after giving effect to all requested Revolving Credit Loans and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunderCredit) shall not at any time exceed the lesser of (x) the Borrowing Base and (y) the Total Commitment, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; and provided, further, that no Letter of Credit, as originally issued or as extended, Credit shall have an expiry expiration date extending beyond the date that is thirty (30) days prior to later than the Maturity Date. Each At least three (3) Business Days prior to the proposed issuance date of any Letter of Credit, the Borrowers shall deliver to the Issuing Bank a Letter of Credit Application setting forth the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit), the requested language of the requested Letter of Credit and such other information as the Issuing Bank shall comply with require. Each request for the related LOC Documentsissuance of a Letter of Credit hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in Sections 3.1 and 3.2 have been satisfied as of the date of such request. The Administrative Agent or the Issuing Bank shall notify the Lenders of the issuance and expiry date of each Letter of Credit and shall be a Business Day. Each furnish to any Lender such information with respect thereto as such Lender shall reasonably request. (b) Effective upon the issuance of each Letter of Credit issued hereunder shall be in a minimum original face amount accordance with the terms hereof, and without any further action on the part of $100,000 the Issuing Bank or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Lenders in respect of thereof, the Issuing Bank hereby grants to each Existing Letter of CreditLender, and each Revolving Lender hereby acquires from the Issuing Bank, a participating interest in such Letter of Credit to the extent of such Lender’s participation obligations in connection therewith's Commitment Percentage thereof (the "Letter of Credit Participation"), and each Lender severally agrees that it shall be governed absolutely liable, without regard to the occurrence of any Default or Event of Default, to the extent of such Lender's Commitment Percentage thereof, to reimburse the Issuing Bank on demand for the amount of each draft paid by the terms of this Credit Agreement. The Existing Letters Issuing Bank under each Letter of Credit shall, as of to the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed extent that such amount is not reimbursed by the terms of this AgreementBorrowers.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request from the Borrower issue (from the Closing Date to the Maturity Date and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the “Letters of Credit”) for the account of the Borrower; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”50,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding Revolving Loans plus the aggregate principal amount of Revolving-A Loans outstanding shall not exceed the Revolving-A Loan Commitment and (iii) with respect to each individual LOC Participant, the LOC Participant’s pro rata share of outstanding Revolving-A Loans plus its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant’s Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Revolving-A Loan Commitment. The Issuing Lender will be required to issue Letters may require the issuance and expiry date of each Letter of Credit in an aggregate amount in excess to be a day other than (x) a Saturday or a Sunday or (y) any other day on which the letter of such Issuing Lender’s credit issuing office of the Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditis authorized or required by law or executive order to close. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Each Letter of Credit shall have an original expiry date more than twelve (12) months from a stated term not to exceed the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters Maturity Date. Each Letter of Credit hereundershall be either (A) a standby letter of credit issued to support the obligations (including pension or insurance obligations), the expiry dates of Letters of Credit may be extended annually contingent or periodically from time to time on the request otherwise, of the Borrower or by operation any of its Subsidiaries, or (B) a commercial letter of credit in respect of the terms purchase of goods or services by the applicable Letter Borrower or any of Credit to a date not more than twelve (12) months from its Subsidiaries in the date ordinary course of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Datebusiness. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower or any other Credit Party (so long as the Borrower acts as a co-applicant for such Letters of Credit) from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations at any time shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding total Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not Exposures at any time shall not exceed the lesser of (A) the total Revolving Committed Amount Commitments and (B) the Borrowing Base then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate the purposes set forth in Section 3.12(b) and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall each be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing All Letters of Credit shall, as of issued after the Closing Date, Date shall be deemed to have been issued as Letters of Credit hereunder and subject to and governed only by the terms of this AgreementIssuing Lender.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, each Issuing Bank agrees, at any time and from time to time on and after the Closing Date and prior to the earlier of (i) the Letter of Credit Maturity Date and (ii) the last day of the LOC Documents, if anyRevolving Credit Period, and upon request by any Borrower to it in accordance with the provisions of Section 3.02, to issue for the account of such Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”), provided that, immediately after each such Letter of Credit is issued, the aggregate Revolving Credit Exposure outstanding with respect to such Borrower does not exceed its Sublimit. The Stated Amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as may be acceptable to such Issuing Bank. For the avoidance of doubt, a Letter of Credit issued for the account of a Borrower may include a Letter of Credit issued for the account of such Borrower for the benefit of one or more of its Subsidiaries, provided that (a) such Subsidiary has provided all documentation and other terms information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and conditions which anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and (b) a Letter of Credit issued for the account of the Parent shall not include a Letter of Credit issued for the account of Laclede or AGC, or any of their respective Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary of a Borrower, such Borrower shall be obligated to reimburse the Issuing Lenders may reasonably require, during Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, issuance of Letters of Credit for the account benefit of the Borrower from time to time upon request in a form acceptable its Subsidiaries inures to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess benefit of such Issuing LenderBorrower, and that such Borrower’s Issuing Lender Sublimit, business drives substantial benefits from the businesses of such Subsidiaries. Notwithstanding the foregoing: (iva) all Letters of Credit shall be denominated in Dollars and (v) Letters No Letter of Credit shall be issued for if, after giving effect to such issuance, (i) the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks at such time, would exceed the aggregate Letter of Credit Commitment, (ii) with respect to a Letter of Credit with the applicable Issuing Bank, the Stated Amount when added to the aggregate Letter of Credit Exposure of the Banks with respect to Letters of Credit issued by the applicable Issuing Bank at such time, would exceed the Letter of Credit Commitment of such Issuing Bank, (iii) the Stated Amount when added to the aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time, or (iv) any lawful corporate purposes and may Bank is at that time a Defaulting Bank, unless such Issuing Bank’s Fronting Exposure is 100% covered by the commitments of the non-Defaulting Banks or the applicable Issuing Bank has entered into an arrangement, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the applicable Borrower or such Bank to eliminate such Issuing Bank’s actual Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as standby letters of creditto which the Issuing Bank has actual Fronting Exposure, including as it may elect in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no its sole discretion; (b) No Letter of Credit shall have an original expiry date be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than twelve (12) months from the one year after its date of issuance; provided, however, so long as no Default or Event that a Letter of Default has occurred Credit may, if requested by any Borrower, provide by its terms, and is continuing and subject on terms acceptable to the other applicable Issuing Bank, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until such Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) No Issuing Bank shall be under any obligation to issue any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Bank as of the Closing Date and conditions that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) such Issuing Bank shall have actual knowledge, or shall have received notice from any Bank, prior to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable such Letter of Credit to a date that one or more of the conditions specified in Section 4.01 (if applicable) or Section 4.02 are not more than twelve then satisfied (12or have not been waived in writing as required herein) months from or that the date issuance of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementSection 3.01(a).

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the LOC Documentsother Lenders set forth in this Section 2.04, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Agreed Currencies from time to time upon request from the Amendment Effective Date until the date thirty days prior to the Extension Termination Date as any Borrower may request, in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of the LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum Dollar Amount of the aggregate principal amount of outstanding Revolving Loans all Advances plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, Aggregate Commitment and (iii) no after giving effect to each issuance, the sum of the LOC Obligations that mature after the Initial Termination Date plus the principal amount of outstanding Advances owed to the Extending Lenders shall not exceed the Aggregate Commitments of the Extending Lenders. No Issuing Lender will be required to shall issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an if (x) the original expiry date of such Letter of Credit is more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless such Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no such Letter of Credit, as originally issued or as extended, shall have Credit has an expiry date extending beyond the date Extension Termination Date. No Issuing Lender shall be under any obligation to issue any Letter of Credit if the issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is thirty (30not otherwise compensated hereunder) days prior not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to the Maturity Dateit. Each Letter of Credit shall be a standby letter of credit and shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to and upon the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, howeverherein set forth, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereundercontinuing, the expiry dates of Letters of Credit may be extended annually or periodically Issuing Lender will, at any time and from time to time on and after the request Closing Date and prior to the earlier of (i) the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days seventh day prior to the Maturity Date and (ii) the Termination Date. Each Letter of Credit shall comply , and upon request by the Borrower in accordance with the related LOC Documentsprovisions of Section 3.2, issue for the account of PAIC one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The issuance and expiry date Stated Amount of each Letter of Credit shall not be a Business Dayless than such amount as may be reasonably acceptable to the Issuing Lender. Each Notwithstanding the foregoing: (a) No Letter of Credit issued hereunder shall be in a minimum original face issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $1,000,000 or (ii) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of $100,000 or all Loans then outstanding, would exceed the aggregate Commitments at such lesser amount as approved time; (b) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the applicable Borrower, provide by its terms, and on terms acceptable to the Issuing Lender. , for renewal for successive periods of one year or less (but not beyond the seventh day prior to the Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Borrower’s Reimbursement Obligations in respect Issuing Lender shall be under no obligation to issue any Letter of each Existing Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, and each Revolving Lender’s participation obligations in connection therewithor any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, shall be governed by or request that the terms Issuing Lender refrain from, the issuance of this Credit Agreement. The Existing Letters letters of credit generally or such Letter of Credit shallin particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing DateDate and that the Issuing Lender in good faith deems material to it, be deemed or (▇▇) ▇▇▇ ▇▇▇uing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to have been issued as Letters the issuance of such Letter of Credit hereunder and subject to and governed by that one or more of the terms conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied and/or have not been waived in writing as required herein or that the issuance of this Agreementsuch Letter of Credit would violate the provisions of subsection (a) above.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving US Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”"), (ii) the sum of outstanding Dollar Amount (determined as of the aggregate principal amount most recent Revaluation Date) of outstanding US Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus the US Foreign Currency Reserve shall not at any time exceed the Aggregate US Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, commercial letters of credit and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on upon the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty six (306) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementLender may agree.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during the Commitment Period or detract from any action which may be taken by, any Borrower or its Subsidiaries under this Credit Agreement), each Issuing Lender shall issueseverally agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.3, from time to time upon request to issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrowers or any of their Subsidiaries; provided, however, that (i) the aggregate principal amount of all outstanding Letters of Credit issued by an Issuing Lender plus the aggregate amount of all unreimbursed drawings owing to an Issuing Lender shall not exceed its LOC Commitment at such time, (ii) the aggregate amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “Total LOC Committed Amount”), (iiiii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, and (iv) all Letters with respect to each individual LOC Participant, such LOC Participant’s pro rata share of Revolving Credit Obligations shall not exceed such LOC Participant’s Revolving Credit Commitment. The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be denominated in Dollars and a standby letter of credit issued to support the obligations (v) Letters including pension or insurance obligations), contingent or otherwise, of Credit shall be issued for a Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditits Subsidiaries. Except as otherwise expressly agreed upon by all the Revolving LendersLOC Participants, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) less than 30 days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Each Letter of Credit shall be deemed to remain outstanding until it has expired or the original documents evidencing such Letter of Credit have been returned to the Issuing Lender. Notwithstanding the foregoing or any other provision of this Section 2.3(a), if requested by the Borrowers, the Issuing Lender shall issue a Business DayLetter of Credit with an expiration date that is up to one (1) year after the Revolving Loan Maturity Date, provided that no later than thirty (30) days prior to the Revolving Loan Maturity Date, the Borrowers provide a cash deposit in the full amount available to be drawn under all Letters of Credit with expiration dates after the Revolving Loan Maturity Date. Any such additional cash collateral shall be held by the Administrative Agent, for the benefit of the Revolving Loan Lenders, in the Letter of Credit Collateral Account as defined in, and in accordance with the terms of, Section 2.3(l). Each Letter of Credit issued hereunder shall be issued or amended, as the case may be, upon the request of the Borrowers delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of an application, appropriately completed and signed by a minimum original face amount Responsible Officer of $100,000 or such lesser amount as approved a Borrower. Such application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Lender, by personal delivery or by any other means acceptable to the Issuing Lender. The Borrower’s Reimbursement Obligations Such application must be received by the Issuing Lender and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the Issuing Lender may agree in respect a particular instance in their sole discretion) prior to the proposed issuance date or date of each Existing amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such request shall specify in form and each Revolving detail satisfactory to the Issuing Lender’s participation obligations in connection therewith, : (A) the proposed issuance date of the requested Letter of Credit (which shall be governed a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the Issuing Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such request shall specify in form and detail satisfactory to the Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Issuing Lender may require. Additionally, the Borrowers shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment as the Issuing Lender or the Administrative Agent may require. The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms of this Credit Agreementhereof. The Existing Borrowers and the Issuing Lenders shall use commercially reasonable efforts, to the extent practicable, to cause the Letters of Credit shall, as to be issued by the Issuing Lenders on a proportionate basis in accordance with their proportionate share of the Closing LOC Commitments. If the Borrowers so request in any applicable Letter of Credit application, the Issuing Lender 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 the Issuing Lender 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 Issuing Lender, the Borrowers shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto- Extension Letter of Credit has been issued, the Lenders shall be deemed to have been issued as Letters authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit hereunder at any time to an expiry date not later than the Revolving Loan Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender 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, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, and subject in each such case directing the Issuing Lender not to and governed permit such extension. If a Borrower so requests in any applicable Letter of Credit application, the Issuing Lender may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the terms Issuing Lender, the Borrowers shall not be required to make a specific request to the Issuing Lender to permit such reinstatement. Once an Auto-Reinstatement Letter of this AgreementCredit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the Issuing Lender to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the Issuing Lender shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.2 is not then satisfied and, in each case, directing the Issuing Lender not to permit such reinstatement.

Issuance. Subject to the terms and conditions hereof and applicable provisions of this Agreement, on any Business Day, as part of the LOC Documentscredit available under the Credit Facility, if any, and any other terms and conditions which upon delivery of a Notice of Borrowing to the Agent three Business Days’ prior to the requested issuance of a Letter of Credit (or such longer period of time as the Issuing Lenders Lender may reasonably requirerequire to settle the form of the proposed Letter of Credit), during the Commitment Period each Borrower may request to be issued by the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account on behalf of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Lenders one or more Letters of Credit in an a maximum aggregate amount outstanding at any time not exceeding US$100,000,000 or the equivalent thereof in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Canadian Dollars and (v) Letters or Euros. Each Letter of Credit shall be issued for any lawful corporate purposes in Canadian Dollars, US Dollars or Euros. Concurrently with the delivery of a Notice of Borrowing requesting a Letter of Credit, the Borrower shall execute and may be issued as standby letters deliver to the Issuing Lender the documents required by the Issuing Lender in respect of creditthe requested type of Letter of Credit, including in connection with workers’ compensation a Letter of Credit application and other insurance programs indemnity on the Issuing Lender’s standard forms or as is otherwise required by the Issuing Lender. In the event of any conflict between the provisions of this Agreement and commercial letters the provisions of creditany document relating to a Letter of Credit, the provisions of this Agreement shall govern and prevail. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Each Letter of Credit shall have an original expiry date a term of not more than twelve (12) months from one year and shall otherwise be in form and substance satisfactory to the date of issuance; providedIssuing Lender, acting reasonably, provided however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable that each Letter of Credit to having a date term which expires after the Maturity Date shall be escrowed in accordance with Section 15.4 not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days five Business Days prior to the Maturity Date. Each The Issuing Lender shall not be required to issue any Letter of Credit shall comply with if such issuance would breach any Applicable Law or any internal policy of the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to The Lender (or any subsidiary or Affiliate of the Lender designated by the Lender) hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue to any Borrower standby and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, commercial Letters of Credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time from and including the Effective Date and prior to the Facility Termination Date upon the request of the Authorized Officer for the account of the Borrower from time applicable Borrower; provided that, for Continental, the maximum face amount of the Facility LC to time upon request in a form acceptable to be issued or Modified, does not exceed the applicable Issuing Lender; provided, however, that least of (i) an amount equal to $5,000,000.00 minus the sum of (1) the aggregate principal undrawn amount of LOC all outstanding Facility LCs issued for the account of Continental at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations shall not with respect to all Facility LCs issued for the account of Continental outstanding at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)such time, (ii) the sum Availability of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, such Borrower and (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionAggregate Availability; provided, further, that no Letter that, for Goodman, the maximum face amount of Credit, as originally the Facility LC to be issued or as extended▇▇▇▇▇▇▇d, does not exceed the least of (i) an amount equal to $500,000.00 minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs issued for the account of Goodman at such time plus, without duplication, (2) the aggregate un▇▇▇▇ ▇▇imbursement Obligations with respect to all Facility LCs issued for the account of Goodman outstanding at such time, (ii) the Availability of such Borr▇▇▇▇ ▇▇d (iii) Aggregate Availability. No Facility LC (or any renewal thereof) shall have an expiry date extending later than the earlier of (x) the thirtieth (30th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date that is thirty referred to in clause (30x) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementabove).

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Swingline Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all of the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuanceissuance or extension; provided, however, that so long as no Default or Event of Default has shall have occurred and is be continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the each anniversary date of extensiontheir date of issuance for an additional period not to exceed one year; provided, further, and provided further that no Letter of Credit, Credit as originally issued or as extended, shall have an expiry date extending beyond the date Termination Date, except that is thirty (30) days prior to the Maturity DateTermination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Letters of Credit issued hereunder shall be issued or extended in a minimum original face amount amounts of $100,000 or such lesser amount as approved by 200,000. In the applicable Issuing Lender. The Borrower’s Reimbursement Obligations case of a conflict in respect the terms of each Existing Letter of Creditthe LOC Documents and this Credit Agreement, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementAgreement shall control.

Issuance. Subject The Existing Letters of Credit have previously been issued by the applicable Issuing Lender and subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, Bank of America, in its capacity as an Issuing Lender, agrees to issue, the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each applicable Issuing Lender shall issueagrees to renew, extend and modify and each Lender with a Revolving Commitment severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Dollars from time to time upon request in from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, by delivering a form acceptable Letter of Credit Application to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION(x) in the case of the issuance of the IRB Letters of Credit, FIVE ONE HUNDRED THOUSAND THIRTY MILLION DOLLARS ($37,500,000130,000,000) until such date that the IRB Letters of Credit are issued hereunder and each letter of credit issued by Bank One, NA as more specifically set forth on Schedule 8.1, has terminated or been cancelled by the applicable trustee and (y) at all other times ONE HUNDRED TEN MILLION DOLLARS ($110,000,000); (the “"LOC Committed Amount”), ") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long except as no Default or Event of Default has occurred and is continuing and subject otherwise agreed to by the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters applicable Issuing Lender (provided that any such Letter of Credit may be contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time to time on the request of the Borrower or by operation of the terms of period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The All Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as Letters of Credit hereunder pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms of this Agreementand conditions hereof.