Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ may requestMaturity Date, in at the request of a form acceptable to Borrower, the Issuing Lender; providedBank shall, howeveron the terms and conditions hereinafter set forth, that issue, increase, or extend the expiration date of Letters of Credit for the account of such Borrower or for the account of any Subsidiary of a Borrower (in which case such Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Existing Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of ($10,000,000A) (the "Domestic LOC Committed Amount") and (ii) aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of outstanding all Revolving Loans plus Domestic LOC Obligations outstanding plus Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount all Revolving Advances; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an expiration date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended180 days after the Maturity Date; provided that, have an expiry date extending beyond the Termination Date. Each Domestic any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance and expiry date of each Domestic 180th day after the Maturity Date) if such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. (i) Subject to and upon the terms and conditions set forth herein, the Borrower may request the issuance of, and the Issuing Bank hereby agrees to issue Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Required Debt Service Reserve Amount (and the Issuing Bank shall refuse to issue a Letter of Credit for any other purpose). Letters of Credit issued hereunder shall constitute utilization of the Credit Agreement total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at such time shall not exceed the total aggregate LC Commitment of all LC Lenders. The Issuing Bank will make available to the beneficiary thereof the original of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in Letter of Credit issued by it hereunder. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing LenderBank 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 time the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to time and 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. (iii) Each Letter of Credit (A) shall be denominated in Dollars, (B) expire no later than the earlier of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the 7th anniversary of its date of issuance or and (y) the Maturity Date and (B) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as originally issued or as extendedmutually agreed between the Borrower, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with Administrative Agent and the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Dayapplicable Issuing Bank.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from From time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit, and (B) an amount equal to (1) the lesser of the Revolving Commitments and the Borrowing Base in effect at such time minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may requestexpressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in a form and substance acceptable to the Issuing LenderBank in its sole discretion; (iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); providedand (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, howeverInternational Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, that (i) the Domestic LOC Obligations outstanding terms of this Agreement shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum control. Each Existing Letter of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined Credit, as of the most recent Determination Closing Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding , shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall (x) have an original expiry date more than one year from constitute a portion of the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business DayExposure.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Lenders will participate in the issuance by Commitment Period the Issuing LenderLender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrowers (or a Subsidiary of the Company in accordance with clause (i) below) from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWENTY MILLION DOLLARS ($10,000,00020,000,000) (the "Domestic “LOC Committed Amount") and ”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No Domestic Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance subject to automatic renewal 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, however, so long as no Default or (y) 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 applicable Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Termination date that is thirty (30) days prior to the Revolver Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $25,000 or such lesser amount as approved by the Issuing Lender. The 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. ▇▇▇▇▇ Fargo 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 Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters of the Credit Agreement and to renew, extend, increase, decrease or otherwise modify Letters of the LOC Documents, if any, Credit (“Modify,” and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time from and in Dollars, including the date of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable this Agreement and prior to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from Maturity Date upon the date request of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter Parent and for the account of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business DayDay prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from From time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) the Letter of Credit Sublimit and (B) an amount equal to (1) the aggregate Revolving Commitments minus (2) the sum of (x) the aggregate outstanding principal amount of all Revolving Advances plus (y) the aggregate outstanding principal amount of all Swing Line Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Maturity Date; provided that, any such Letter of Credit with a one-year tenor may requestexpressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the fifth Business Day prior to the Revolving Maturity Date), provided that the renewal of such Letter of Credit is cancelable upon at least 30 days’ notice prior to the then current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in a form and substance acceptable to the Issuing LenderBank in its sole discretion; (iv) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application (other than with respect to the Existing Letters of Credit which are deemed issued hereunder); providedand (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, howeverInternational Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, that (i) the Domestic LOC Obligations outstanding terms of this Agreement shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum control. Each Existing Letter of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined Credit, as of the most recent Determination Closing Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding , shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic be a Letter of Credit deemed to have been issued pursuant to the Revolving Commitments and shall (x) have an original expiry date more than one year from constitute a portion of the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business DayExposure.

Issuance. Subject to Each Issuer hereby agreesmay, in its sole discretion, on the terms and conditions set forth in this Agreement, to issue standby and documentary letters of the credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit Agreement (“Modify,” and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, each such action a “Modification”) from time to time and in Dollars, from the Third RestatementSecond Amendment Effective Date to the Revolving Facility Termination Date upon the request of such Domestic Letters a Borrower; provided that immediately after any Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may requestis issued or Modified, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding Aggregate Outstanding Revolving Credit Exposure shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and Aggregate Revolving Commitment, (ii) the sum Outstanding Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (iii) the LC Exposure shall not exceed $50,000,000,50,000,000 and (iiiiv) the aggregate principal amount of outstanding Multicurrency Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Loans, Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not at any time exceed the aggregate Revolving Committed Amount$100,000,000. No Domestic Letter of Credit shall have an expiry date after the earlier of (x) have an original expiry five Business Days prior to the scheduled Revolving Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date more than that is one year from after the date of issuance or thereof (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic provided that any Letter of Credit shall comply with a one-year tenor may provide for the related LOC Documents. The issuance and expiry renewal thereof for additional one-year periods not to extend beyond the date of each Domestic five (5) Business Days prior to the scheduled Revolving Facility Termination Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, to 50% of such lesser amount). Notwithstanding anything herein to the contrary, no Issuer shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Designated Person, or in any country or territory that, at the time of such funding, is the subject of Sanctions in violation of such Sanctions or (ii) in any manner that would result in a Business Dayviolation of any Sanctions by any party to this Agreement.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requireBank will, the Lenders will participate in the issuance by the Issuing Lender, at any time and from time to time on and in Dollars, of such Domestic Letters of Credit from after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Revolver A Maturity Date and (ii) the Revolver A Termination Date as ▇▇▇▇ may requestDate, upon request by the Borrower in accordance with the provisions of SECTION 2.20(B), issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise reasonably 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 such amount as may be acceptable to the Issuing LenderBank but in all events any amount greater than or equal to $5,000 shall be deemed acceptable. Notwithstanding the foregoing: (i) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to all other Letter of Credit Outstandings at such time, would exceed $5,000,000 or (ii) when added to all other Letter of Credit Outstandings at such time and the aggregate principal amount of all Revolver A Loans and Bid Loans then outstanding, would exceed the aggregate Revolver A Commitments at such time; (ii) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolver A Maturity Date or, in any event, more than one (1) year after its date of issuance (subject to renewal as provided below); 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 one year or less (ibut not beyond the seventh day prior to the Maturity Date), unless and until the Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (iii) The Issuing Bank shall be under no obligation to issue any Letter of Credit if, at the Domestic LOC Obligations outstanding 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 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 at having the force of law) from any time exceed TEN MILLION DOLLARS 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 ($10,000,000for which the Issuing Bank is not otherwise compensated) (not in effect on the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined Closing Date, or any unreimbursed loss, cost or expense that was not applicable or in effect as of the most recent Determination DateClosing Date and that the Issuing Bank reasonably deems material to it, or (B) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall (x) have an original expiry date that one or more than one year from of the date conditions specified in ARTICLE III are not then satisfied or that the issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Domestic Letter of Credit shall be a Business Daysubsection (I) above.

Issuance. Subject to The Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of the credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Letter of Credit Agreement (“Modify,” and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until to the fifth Business Day before the Facility Termination Date as ▇▇▇▇ may requestupon the request of the Borrower Representative, in a form acceptable to only if immediately after each Letter of Credit is issued or Modified, each of the Issuing Lender; provided, however, that following is true: (i) the Domestic LOC aggregate amount of the outstanding L/C Obligations outstanding shall does not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and 75,000,000; (ii) the sum of the aggregate principal amount of outstanding Letters of Credit issued by the Issuing Bank does not exceed $75,000,000; and (iii) the Aggregate Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall Exposure does not at any time exceed the aggregate Aggregate Revolving Committed AmountCommitments. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, may have an expiry date extending beyond later than the earlier of (x) the fifth Business Day before the Facility Termination Date. Each Domestic Date and (y) one year after its issuance; provided that the expiry date of a Letter of Credit shall comply may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrowers has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the L/C Obligations with respect to such Letter of Credit. Notwithstanding anything herein to the related LOC Documents. The issuance and expiry date of each Domestic contrary, the Issuing Bank does not have any obligation to issue any Letter of Credit shall the proceeds of which would be a Business Daymade available to any Person in violation of Section 6.2.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions set out in this Agreement, to issue Financial Letters of Credit, Performance Letters of Credit and Documentary Letters of Credit (collectively with the Credit Agreement Existing Letters of Credit, each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time from and in Dollars, including the date of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable this Agreement and prior to the Issuing Lenderdate that is five Business Days prior to its respective Commitment Maturity Date upon the request of any Borrower or any Restricted Subsidiary; provided, however, provided that (i) the Domestic LOC Obligations outstanding each Facility LC shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and be issued in an Agreed Currency, (ii) immediately after each such Facility LC is issued or Modified, the sum LC Obligations of any LC Issuer may not exceed its LC Commitment (except to the extent of any excess caused by the Excess Existing LC Obligations attributable to an Overadvanced LC Issuer as provided in clause (b) below), (iii) immediately after each such Facility LC is issued or Modified, the aggregate LC Obligations may not exceed the LC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (v) if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus Aggregate Commitment not expiring on such Commitment Maturity Date. In addition, (A) no LC Issuer shall be obligated to issue any Facility LC if (1) such Facility LC has an initial expiry date later than three years after its issuance, unless such LC Issuer agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as automatic reinstatement of the most recent Determination Datemaximum stated amount after any drawing thereunder and (B) no LC Issuer shall be under any obligation to increase or extend any Facility LC if (1) such LC Issuer would have no obligation at such time to issue the Facility LC in its modified form under the terms hereof or (2) the beneficiary of such Facility LC does not accept the aggregate principal amount proposed modification thereto. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of outstanding Foreign Currency Loans plus non-renewal to the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding beneficiary, which periods shall not at in any time exceed event extend the aggregate Revolving Committed Amountexpiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. No Domestic Letter On the Closing Date, all Existing Letters of Credit shall (x) have an original expiry date more than one year from automatically, without any action on the date part of issuance or (y) as originally any Person, be deemed to be Facility LCs issued or as extendedand outstanding hereunder, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Daysubject to and governed by the terms and conditions hereof.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 15 Business Days before the Termination Date as ▇▇▇▇ Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Subsidiary of the Borrower (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $15,000,000 and (B) the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances and (2) the Borrowing Base minus the aggregate outstanding principal amount of all Revolving Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may requestexpressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date), provided that such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in a form and substance acceptable to the Issuing Lender; provided, however, that Bank in its reasonable discretion; (iiv) unless the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (Borrower has delivered to the "Domestic LOC Committed Amount") Issuing Bank a completed and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic executed Letter of Credit shall Application; and (xv) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic unless such Letter of Credit shall comply is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the related LOC Documents. The issuance and expiry date terms of each Domestic Letter this Agreement, the terms of Credit this Agreement shall be a Business Daycontrol.

Issuance. Subject The Lenders shall participate in all Letters of Credit requested by Borrower or its Subsidiary to be issued for the terms and conditions account of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, Borrower or such Subsidiary from time to time and in Dollars, of such Domestic Letters of Credit upon request from the Closing Date until the Revolving Credit Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, Date. Borrower agrees that (iA) the Domestic LOC Obligations outstanding aggregate face amounts of all Letters of Credit shall not at any time exceed TEN FIVE MILLION DOLLARS ($10,000,0005,000,000) (the "Domestic LOC Committed Amount") and (iiB) the sum of the aggregate principal amount of outstanding Revolving Credit Loans plus Domestic LOC Obligations outstanding (other than Revolving Credit Loans made for the purpose of repaying Swing Line Loans or reimbursing STB for any amount drawn under any Letter of Credit but not yet so applied) plus the aggregate principal amount face amounts of outstanding Competitive Loans all Letters of Credit then outstanding, or drawn on but not repaid, plus the aggregate principal amount of outstanding Swingline Swing Line Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Maximum Total Amount and (C) any Letter of Credit shall (x) be issued in the ordinary course of business of the Borrower and its Subsidiaries. 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; 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 or (y) of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually on each anniversary date of their date of issuance for an additional period; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Revolving Credit Termination Date. Each Domestic Letter The day of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documentsthis Agreement, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach L/C Issuer severally agrees, from time to time and in Dollarsprior to the Maturity Date, upon the request of such Domestic Letters of Credit from the Closing Date until the Termination Date as B▇▇▇▇ may request▇▇▇▇, in a form acceptable and for Borrower’s account, to issue, amend and renew Letters of Credit; provided that, after giving effect to the Issuing Lender; providedissuance, howeveramendment or renewal of any such Letter of Credit, that (iw) the Domestic LOC Obligations Aggregate Revolving Credit Exposure of any Lender shall not exceed its separate Commitment at such time, (x) the Aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate outstanding shall Commitments of all Lenders at such time, (y) the aggregate amount of all such L/C Exposure shall, subject to Section 2.3(b) not at any time exceed TEN MILLION DOLLARS ($10,000,000) 200,000,000 (the "Domestic LOC Committed Amount"“L/C Sublimit”) and (z) solely with respect to Letters of Credit denominated in Canadian Dollars, the aggregate amount of all Aggregate Revolving Exposure of all Lenders denominated in Canadian Dollars shall not exceed $50,000,000. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit as more fully described in Section 2.6(b)(ii). No such Letter of Credit shall have an expiry date that is more than one year following the date of issuance 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 Maturity Date; provided, further that a Letter of Credit may, upon the request of Borrower, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Maturity 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 Maturity 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 Defaulting Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the sum reallocation of that Defaulting Lender’s or Impacted Lender’s L/C Exposure to the other Lenders would reasonably be expected to cause the Aggregate Revolving Credit Exposure of any Lender to exceed its Commitment (an “Affected L/C Issuer”) then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Defaulting Lender or Impacted Lender has been replaced, the L/C Exposure has been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the aggregate principal other Lenders has been increased in accordance with Section 12.2(c) by an amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus sufficient to satisfy Agent that all additional L/C Exposure will be covered by all Lenders who are not Defaulting Lenders or Impacted Lenders. Notwithstanding anything to the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding contrary contained herein, no L/C Issuer shall not at be obligated to issue or renew any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from if, after giving effect to the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond renewal thereof the Termination Date. Each Domestic Letter aggregate amount of all L/C Exposure in respect of Letters of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Dayissued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount.

Issuance. Subject to the terms and conditions of hereof and in reliance upon the Credit Agreement representations and of the LOC Documentswarranties set forth herein, if any, and any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, the Lenders will and each Lender severally agrees to participate in the issuance by the Issuing LenderLender of, standby and trade Letters of Credit in Dollars from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination date thirty (30) days prior to the Maturity Date as ▇▇▇▇ the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN FIVE MILLION DOLLARS ($10,000,0005,000,000) (the "Domestic “LOC Committed Amount") and ”), (ii) the sum of (A) the aggregate outstanding principal amount of outstanding Revolving Loans plus Domestic (B) the LOC Obligations outstanding plus (C) the Aggregate Derivative Reserve Amount, shall not exceed the Revolving Committed Amount and (iii) the sum of (A) the aggregate outstanding principal amount of outstanding Competitive Revolving Loans plus (B) the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations plus (C) the Aggregate Derivative Exposure Amount, plus (D) the then-outstanding Term Loan Obligations shall not at any time exceed the aggregate Revolving Committed AmountBorrowing Base. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the Termination date thirty (30) days prior to the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit From time‑to‑time from the Closing Date until 91 days before the Termination Date as ▇▇▇▇ may requestMaturity Date, in at the request of a form acceptable to Borrower, any Issuing Bank shall, on the Issuing Lender; providedterms and conditions hereinafter set forth, howeverissue, that increase, or extend the expiration date of Letters of Credit for the account of the Company or any of its Subsidiaries on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS ($10,000,000A) the lesser of (1) the "Domestic LOC Committed Amount") aggregate Revolving Commitments and (ii2) the Collateral Coverage Amount minus (B) the sum of the aggregate outstanding principal amount of outstanding all Revolving Loans plus Domestic LOC Obligations outstanding plus Advances and the aggregate outstanding principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Advances; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall (x) have has an original expiry expiration date more not later than one year from after the date of issuance or (y) as originally issued or as extendedthereof, have an expiry date extending beyond the Termination Date. Each Domestic provided that, any such Letter of Credit shall comply with a one-year tenor may expressly provide that it is renewable at the related LOC Documents. The issuance and expiry date option of each Domestic such Issuing Bank for additional one-year periods; (iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to such Issuing Bank; (iv) unless such Borrower or Issuing Bank has delivered notice of such request for and issuance of such Letter of Credit to the Administrative Agent; (v) if requested by such Issuing Bank, unless the Borrower has completed, executed and delivered to the Issuing Bank the Issuing Bank's standard form letter of credit application for letters of credit; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). Upon the Effective Date, in a form acceptable but subject to the Issuing Lender; providedlimitations contained in the following sentence, howevereach Existing Letter of Credit shall be automatically converted to a Letter of Credit. No Letter of Credit will be issued, that increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or conversion would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (x) $10,000,00010,000,000 or (y) an amount equal to (A) the "Domestic LOC Committed Amount") and aggregate Revolving Commitments less (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Exposure at such time; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond ten (10) days prior to the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

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, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (x) $100,000,000 or (y) an amount equal to (A) the lesser of the Borrowing Base or the aggregate Revolving Commitments less (B) the aggregate outstanding shall not Revolving Advances and Letter of Credit Exposure at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.01(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Credit Agreement and Borrower (for its own benefit or for the benefit of the LOC Documents, if any, and Parent or any other terms and conditions which of the Issuing Lender may reasonably require, the Lenders will participate in the Borrower’s Subsidiaries). Promptly after issuance by the Issuing LenderBank of a Letter of Credit, from time to time and in Dollars, such Issuing Bank shall furnish a copy of such Domestic Letters Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Borrower. Each Issuing Lender; providedBank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, howeverbut subject to the limitations contained in the following sentence, that each Existing Letter of Credit shall be automatically converted to a Letter of Credit. No Letter of Credit will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit (i) if such issuance, increase, extension or conversion would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (x) $10,000,00010,000,000 or (y) an amount equal to (A) the "Domestic LOC Committed Amount") and aggregate Revolving Commitments less (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Exposure at such time; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond ten (10) days prior to the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender Bank may reasonably require, the Lenders Banks will participate in the Existing Letters of Credit and in the issuance by the Issuing Lender, Banks from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ the Borrower or any other Credit Party may request, request in a form acceptable to the Issuing LenderBank; provided, however, that (i) the Domestic aggregate amount of Trade LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) 70,000,000 (the "Domestic Trade LOC Committed Amount") and ), (ii) the aggregate amount of Standby LOC Obligations shall not at any time exceed $10,000,000 (the "Standby LOC Committed Amount"), (iii) the sum of the aggregate principal amount of outstanding Committed Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountAmount and (iv) Standby Letters of Credit shall be issued solely for the purpose of supporting workers' compensation and other insurance programs. No Domestic Except as otherwise expressly agreed upon by all the Banks, no Standby Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance and no Trade Letter of Credit shall have an original expiry date more than 210 days following the date of issuance thereof; provided, however, so long as no Default or (y) Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Standby Letters of Credit hereunder, the expiry dates of Standby Letters of Credit will be extended annually on each anniversary date of their date of issuance for an additional period not to exceed one year; provided, further, that no Letter of Credit, whether Standby or Trade, as originally issued or as extended, shall have an expiry date extending beyond the Termination DateDate except that prior to the Termination 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 responsible Credit Party shall provide cash collateral to the Issuing Bank 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 Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.

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, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; provided, however, that increased or extended (i) if such issuance, increase or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (A) $100,000,000 or (B) an amount equal to the remainder of (1) the lesser of the Borrowing Base or the aggregate Commitments minus (2) the aggregate outstanding shall not principal amount of the Revolving Advances and Swingline Advances at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance thereof or (yb) as originally issued or as extended, have an expiry date extending beyond five days before the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

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, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (A) $75,000,000 or (B) an amount equal to (1) the lesser of the Borrowing Base or the aggregate Revolving Commitments less (2) the aggregate outstanding shall not Revolving Advances, Swingline Advances and Letter of Credit Exposure at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond five days before the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue Letters of the Credit Agreement and to renew, extend, increase, decrease or #89365364v21 otherwise modify Letters of the LOC Documents, if any, Credit (“Modify,” and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time from and in Dollars, including the date of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable this Agreement and prior to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from Maturity Date upon the date request of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter Parent and for the account of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic any Borrower; provided that a Letter of Credit shall be issued or Modified only if (and upon each issuance or Modification the Relevant Borrower shall be deemed to represent and warrant that) before and after giving effect to such issuance or Modification (i) the LC Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the Total Revolving Credit Exposure and Competitive Bid Loans then outstanding shall not exceed the Total Revolving Credit Commitment (either as in effect on the date of such issuance or Modification or, if the Revolving Credit Maturity Date has been extended pursuant to Section 4.01 and the expiration of such Letter of Credit (as Modified, if applicable) would occur after the Revolving Credit Maturity Date without giving effect to such extension, as the Total Revolving Credit Commitment is scheduled to be in effect immediately following the expiry of the Commitment of any Lender which is a Nonextending Lender relative to such extension), (iii) the Dollar Equivalent Amount of the Issuer Exposure of the applicable Issuer shall not exceed the Dollar Equivalent Amount of its Issuer Commitment and (iv) the Dollar Equivalent Amount of the Revolving Credit Exposure of any Lender shall not exceed the Dollar Equivalent Amount of the Revolving Credit Committed Amount of such Lender. Each Letter of Credit shall be denominated in a Designated Currency and shall be in a form satisfactory to the Issuer. No Letter of Credit shall have an expiry date later than the fifth Business DayDay prior to the Revolving Credit Maturity Date (such day, the “Letter of Credit Maturity Date”). Notwithstanding the foregoing, no Issuer shall be under any obligation to issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or other regulatory body with jurisdiction over such Issuer shall purport by its terms to enjoin or restrain such Issuer from issuing such Letter of Credit, or any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) from any governmental authority or other regulatory body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of such Letter of Credit in particular or shall impose upon such Issuer with respect to any Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) or any unreimbursed loss, cost or expense which was not applicable, in effect and known to such Issuer as of the date of this Agreement and which such Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, at any Execution time and from time to time on and in Dollars, of such Domestic Letters of Credit from after the Initial Closing Date until and prior to the earlier of (i) the seventh day prior to the Maturity Date and (ii) the Termination Date as ▇▇▇▇ may requestDate, 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 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 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 $20,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding, and (z) the aggregate amount of all Swingline Loans then outstanding, would exceed the aggregate Commitments at such 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 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 Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Initial Closing Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the "Domestic LOC Committed Amount") Issuing Lender as of the Initial Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in SECTIONS 4.1 (xif applicable) or 4.3 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Domestic Letter of Credit shall be a Business Daysubsection (a) above.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, in reliance on the agreements of the other Lenders set forth in this ARTICLE IV at any time and from time to time on and after the Effective Date and prior to the earlier of (i) the seventh day prior to the Maturity Date and (ii) the 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 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 Lenders will participate in the issuance "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, from time would exceed the Letter of Credit Sublimit or (ii) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time and in Dollars(z) the aggregate principal amount of all Revolving Credit Outstandings and Swing Line Outstandings, of would exceed the Total Revolving Credit Commitment at such Domestic Letters time; (b) No Letter of Credit from shall be issued that by its terms expires later than the Closing seventh day prior to the Maturity Date until the Termination Date as ▇▇▇▇ may requestor, in a form acceptable to the Issuing Lenderany 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 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 Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Effective Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the "Domestic LOC Committed Amount") Issuing Lender as of the Effective Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in SECTIONS 7.1 (xif applicable) or 7.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The provisions of subsection (a) above, or (iii) the issuance and expiry date of each Domestic such Letter of Credit shall be a Business Daywould violate the policies of the Issuing Lender.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if anyFirst Union National Bank, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the as Issuing Lender, 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 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in Dollarsa form customarily used or otherwise approved by such Issuing Lender, of such Domestic and on the Closing Date Fleet Bank, N.A., as Issuing Lender, shall be deemed to have issued the Outstanding Letters of Credit from (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender"Letters of Credit"); provided, however, that no more than ten (10) Letters of Credit may be outstanding at any time. 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 (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS (have a Stated Amount of less than $10,000,000) (the "Domestic LOC Committed Amount") and 20,000 or (ii) shall be issued the Stated Amount upon issuance of which (A) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed $10,000,000 or (B) 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 outstanding all Revolving Loans plus Domestic LOC Obligations outstanding plus then outstanding, would exceed the aggregate Revolving Credit Commitments at such time or (c) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time with respect to the Tranche A Revolving Loans under which such Letter of Credit is issued and (z) the aggregate principal amount of outstanding Competitive all Tranche A Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time then outstanding, would exceed the aggregate Tranche A Revolving Committed Amount. Credit Commitments at such time; (b) No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic 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 Business DayLetter 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 seventh day prior to 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 Issuing Lender 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 Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender or the Administrative Agent, prior to the issuance of such Letter of Credit that one or more of the 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 such Letter of Credit would violate the provisions of subsection (a) above. (d) All Letters of Credit shall be issued pursuant to and in connection with the Tranche A Revolving Loans. The parties hereto agree that each Outstanding Letter of Credit will be treated as if it had been originally issued under this Agreement, and as of the Closing date each Outstanding Letter of Credit shall be deemed to be a Letter of Credit for all purposes hereunder and under the other Credit Documents. Specifically, and without limitation of the foregoing or the other provisions of this Article, (i) the Stated Amount of each Outstanding Letter of Credit, for so long as the same shall be outstanding, shall be included in calculating (y) the limit set forth in clause (i) of Section 3.1(a) and (z) the aggregate Letter of Credit Exposure, (ii) each Lender hereby absolutely and unconditionally agrees to purchase as of the Closing Date a participation from Fleet Bank, N.A. in each Outstanding Letter of Credit in accordance with Section 3.3 and to pay to Fleet Bank, N.A., as Issuing Lender, in accordance with Section 3.5, such Lender's pro rata share of each payment made by such Issuing Lender under any Outstanding Letter of Credit, together with interest in accordance with Section 3.5, and (iii) with respect to each Outstanding Letter of Credit, the Issuing Lender shall have the benefit of all rights, agreements, covenants and indemnities of an Issuing Lender set forth in this Agreement and shall comply with all agreements and obligations set forth herein that bind an Issuing Lender, insofar as the same apply to Letters of Credit generally. The Borrower agrees to use its reasonable best efforts to cause the Outstanding Letters of Credit to be replaced by Letters of Credit to be issued by First Union National Bank, as Issuing Lender, as soon as reasonably practicable after the Closing.

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (x) $25,000,000 or (y) an amount equal to (A) the lesser of the Borrowing Base or the Total Commitments less (B) the aggregate outstanding shall not Advances and Letter of Credit Exposure at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; (yiii) as originally issued or as extended, have an expiry date extending beyond unless the Termination Date. Each Domestic face amount of such Letter of Credit shall comply with the related LOC Documents. The issuance is equal to or greater than $100,000 and expiry date of each Domestic 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, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of hereof and in reliance upon the Credit Agreement representations and of the LOC Documentswarranties set forth herein, if any, and any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, the Lenders will and each Lender severally agrees to participate in the issuance by the Issuing LenderLender of, standby and trade Letters of Credit in Dollars from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination date thirty (30) days prior to the Maturity Date as ▇▇▇▇ the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic “LOC Committed Amount"”) and (ii) the sum of (A) the aggregate outstanding principal amount of outstanding Revolving Loans plus Domestic (B) the LOC Obligations outstanding plus (C) the aggregate principal amount of outstanding Competitive Loans plus Aggregate Derivative Reserve Amount shall not exceed the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as lesser of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountAmount and the Borrowing Base. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the Termination date thirty (30) days prior to the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Domestic Letter of Credit shall be a Business Day.

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, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum account of the aggregate principal amount Borrower (for its own benefit or for the benefit of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount any of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extendedits Subsidiaries, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic provided that no Letter of Credit shall be issued for the benefit of any WWC Company until on or after the Acquisition Date). No Letter of Credit will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed (A) prior to the Acquisition Date the Letter of Credit Exposure represented by the Letters of Credit set forth on Schedule 1.01(b) hereto which are still outstanding on the Effective Date, or (B) on or after the Acquisition Date, the lesser of $80,000,000 or an amount equal to the aggregate Revolving Commitments less the aggregate outstanding Revolving Advances at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit is in form and substance acceptable to the respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a Business Daystandby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person unless such Letter of Credit is issued in substitution of any letter of credit outstanding on the Acquisition Date for the account or benefit of any WWC Company; (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall contain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. (a) [Reserved]. (b) Subject to and upon the terms and conditions of the Credit Agreement and of the LOC Documentsherein set forth, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, at any time and from time to time on and after the Closing Date and prior to the fifth Business Day prior to the Latest Revolving Credit Maturity Date, and upon request by the Borrower in accordance with the provisions of Section 3.02, issue for the account of the Borrower and/or any Restricted Subsidiary one or more irrevocable commercial letters of credit or standby letters of credit, denominated in Dollars or in one or more Alternate Currencies, and in Dollarsa form customarily used or otherwise approved by the applicable Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of such Domestic Credit”), amend or renew Letters of Credit from previously issued by it and honor drafts under the Letters of Credit. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date until for all purposes under this Agreement and the Termination Date as ▇▇▇▇ may request, in a form acceptable other Credit Documents. (c) Notwithstanding anything to the Issuing Lendercontrary in Section 3.01(b): (i) No Letter of Credit shall be issued if the Stated Amount upon issuance of which (A) when added to the Dollar Equivalent of the aggregate Letter of Credit Exposure of the Lenders with respect to the Letters of Credit at such time, would exceed $40,000,000 or (B) when added to the sum of (1) the Dollar Equivalent of the aggregate Letter of Credit Exposure of all Lenders at such time, (2) the Dollar Equivalent of the aggregate principal amount of all Revolving Loans then outstanding and (3) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time; (ii) No Letter of Credit shall be issued that by its terms expires later than the earlier of (A) the fifth Business Day prior to the Latest Revolving Credit Maturity Date and (B) the date that is 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 fifth Business Day prior to the Latest 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 the Borrower; and provided further that notwithstanding anything to the contrary in the foregoing, a Letter of Credit may be issued that by its terms expires after the fifth Business Day prior to the Latest Revolving Credit Maturity Date if the Borrower shall have delivered to the Administrative Agent cash equal to 100% of the Stated Amount of such Letter of Credit to be held in the Cash Collateral Account; and (iii) The Issuing Lender 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 Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the Issuing Lender 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 4.01 (if applicable) or 4.02 are not then satisfied (or have not been waived in writing), or that the issuance of such Letter of Credit would violate the provisions of this Section 3.01(c) above. (iv) the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any fee due in connection with, and on or prior to, such issuance has not been paid. (v) the Borrower shall remain primary liable under any Letter of Credit issued for the account of any Restricted Subsidiary. (d) Unless otherwise expressly agreed by the Issuing Lender and the Borrower herein or when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the Domestic LOC Obligations outstanding rules of the ISP 98—International Standby Practices shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") apply to each standby Letter of Credit, and (ii) the sum rules of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount ICC Uniform Customs and Practice for Documentary Credits 2007 (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding UCP600), shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic apply to each commercial Letter of Credit Credit. (e) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Daycontrol.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, prior to the Lenders will participate in Maturity Date Lender shall issue Letters of Credit for the issuance by the Issuing Lender, account of Borrower from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request by Borrower in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) either (A) if the Domestic Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS the Revolving Committed Amount or ($10,000,000B) (if the "Domestic LOC Committed Amount") and (ii) Accordion Facility has been activated, the sum of the aggregate principal amount of outstanding Revolving Loans Advances, plus Domestic outstanding Accordion Advances, plus outstanding LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) all Letters of Credit shall be denominated in U.S. Dollars and (iii) Letters of Credit shall be issued for lawful corporate. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance, unless otherwise agreed to by Lender; 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 (y) periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than 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 Termination date that is one (1) year after the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.. Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit and new Letter of Credit shall be governed by the terms of this Credit Agreement

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Lenders will participate in the issuance by Commitment Period the Issuing LenderLender shall issue, and the U.S. Revolving Lenders shall participate in, standby or commercial Letters of Credit denominated in Dollars for the account of the Domestic Borrowers from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWENTY-FIVE MILLION DOLLARS ($10,000,00025,000,000) (the "Domestic “LOC Committed Amount") and ”), (ii) the sum of the aggregate principal amount of outstanding Aggregate U.S. Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding Exposure shall not at any time exceed the aggregate Revolving Committed AmountAvailability Amount and (iii) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby or commercial letters of credit. No Domestic Except as otherwise expressly agreed in writing by all the U.S. Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year 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 Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (y12) 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 that is five (5) Business Days prior to the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. Each standby Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 and each commercial letter of credit issued hereunder shall be in a minimum original face of amount of $100,000, in each case, or such lesser amount as approved by the Issuing Lender. The Domestic Borrowers' Reimbursement Obligations in respect of each Existing Letter of Credit, and each U.S. Revolving Lender's participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ Fargo 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 and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, at any time and from time to time on and in Dollars, of such Domestic Letters of Credit from after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Termination Date as ▇▇▇▇ may requestDate, and upon request by Matria in accordance with the provisions of SECTION 3.2, issue for the account of Matria 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 the Stated Amount upon issuance of which (i) would be less than $500,000, (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed $5,000,000, or (iii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time, (y) the aggregate principal Dollar Amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, 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 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 Matria, 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 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 Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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 not at any time exceed TEN MILLION DOLLARS ($10,000,000) (prohibit, or request that the "Domestic LOC Committed Amount") and (ii) Issuing Lender refrain from, the sum issuance of the aggregate principal amount letters of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic credit generally or such Letter of Credit in particular or shall (x) have an original expiry date more than one year from impose upon the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Issuing Lender with respect to such Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.any restriction or reserve or

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended (i) if such issuance, increase, extension or conversion would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (x) $10,000,00010,000,000 or (y) an amount equal to (A) the "Domestic LOC Committed Amount") and aggregate Revolving Commitments LESS (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Exposure at such time; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond one day prior to the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) ("ISP") or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from From time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ may requestRevolving Credit Maturity Date, in at the request of a form acceptable to Borrower, the Issuing Lender; providedBank shall, howeveron the terms and conditions hereinafter set forth, that issue, increase, or extend the expiration date of Letters of Credit for the account of the Company or any of its Subsidiaries on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause (A) the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS (B) the lesser of (1) $10,000,000) (the "Domestic LOC Committed Amount") 75,000,000.00 and (ii2)(I) the aggregate Revolving Commitments minus (II) the sum of the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Advances; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an expiration date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extendedfive Business Days prior to the Revolving Credit Maturity Date; provided that, have an expiry date extending beyond the Termination Date. Each Domestic any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance and expiry date of each Domestic Revolving Credit Maturity Date); (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed request for issuance of letter of credit in the form of the attached Exhibit L; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and documentary letters of the credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit Agreement (“Modify,” and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, each such action a “Modification”) from time to time and in Dollars, from the Third Restatement Date to the Facility Termination Date upon the request of such Domestic Letters a Borrower; provided that immediately after any Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may requestis issued or Modified, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding Aggregate Outstanding Credit Exposure shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and Aggregate Commitment, (ii) the sum of LC Exposure shall not exceed $50,000,000, (iii) the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Multicurrency Loans, Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not at any time exceed the aggregate Revolving Committed Amount$100,000,000. No Domestic Letter of Credit shall have an expiry date after the earlier of (x) have an original expiry five Business Days prior to the scheduled Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date more than that is one year from after the date of issuance or thereof (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic provided that any Letter of Credit shall comply with a one-year tenor may provide for the related LOC Documents. The issuance and expiry renewal thereof for additional one-year periods not to extend beyond the date of each Domestic five (5) Business Days prior to the scheduled Facility Termination Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be a Business Dayreduced to an amount less than $50,000,000, to 50% of such lesser amount).

Issuance. Subject The parties hereto acknowledge that on and after the Original Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agrees, on the terms and conditions of the Credit set forth in this Agreement and of the LOC Documentsapplicable Issuer LC Agreement, if any, to issue Financial Letters of Credit and any other terms Performance Letters of Credit (each, a “Facility LC”) and conditions which the Issuing Lender may reasonably requireto renew, the Lenders will participate in the issuance by the Issuing Lenderextend, increase, decrease or otherwise modify each Facility LC (“Modify” and each such action, a “Modification”), from time to time from and in Dollars, of such Domestic Letters of Credit from including the Closing Original Effective Date until and prior to the fifteenth Business Day prior to the 2012 Termination Date as ▇▇▇▇ may request, in a form acceptable upon the request of the Borrower; subject to the Issuing Lender; providedconditions that, howeverimmediately after each such Facility LC is issued or Modified and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date on which each such Facility LC is issued or Modified, that (i) the Domestic LOC Obligations outstanding Aggregate Outstanding Credit Exposure shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") Aggregate Commitment and (ii) (x) at no time prior to the 2010 Termination Date may the sum of the aggregate principal undrawn stated amount of all outstanding Revolving Loans plus Domestic LOC Obligations outstanding Facility LCs that expire after the fifth Business Day prior to the 2010 Termination Date plus the aggregate principal amount of the 2011 Lenders’ and 2012 Lenders’ Pro Rata Shares of all Loans (including Swing Line Loans) exceed the aggregate amount of the Commitments of all of the 2011 Lenders and 2012 Lenders and (y) at no time prior to the 2011 Termination Date may the sum of the aggregate undrawn stated amount of all outstanding Competitive Loans Facility LCs that expire after the fifth Business Day prior to the 2011 Termination Date plus the aggregate principal amount of outstanding Swingline the 2012 Lenders’ Pro Rata Shares of all Loans plus the Dollar Amount (as determined as of the most recent Determination Dateincluding Swing Line Loans) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amountamount of the Commitments of all of the 2012 Lenders. No Domestic Letter of Credit Facility LC issued on or after the Original Effective Date shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond later than the fifth Business Day prior to the 2012 Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Lenders will participate in the issuance by Commitment Period the Issuing LenderLender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrowers (or a Subsidiary of the Company in accordance with clause (i) below) from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWENTY MILLION DOLLARS ($10,000,00020,000,000) (the "Domestic “LOC Committed Amount") and ”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No Domestic Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance subject to automatic renewal 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, however, so long as no Default or (y) 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 applicable Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Termination date that is thirty (30) days prior to the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $25,000 or such lesser amount as approved by the Issuing Lender. The 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. ▇▇▇▇▇ Fargo 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 From time-to-time from the Original Closing Date until 30 days before the Revolving Credit Maturity Date, at the request of a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestCompany or any of its Subsidiaries on any Business Day. No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended: (i) if such issuance, increase, or extension would cause (A) the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS (B) the lesser of (1) $10,000,000) (the "Domestic LOC Committed Amount") 75,000,000.00 and (ii2)(I) the aggregate Revolving Commitments minus (II) the sum of the aggregate outstanding principal Amount of all Revolving Advances and the aggregate outstanding principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Advances; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall Credit, other than a Performance Letter of Credit, has an expiration date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extendedfive Business Days prior to the Revolving Credit Maturity Date; provided that, have an expiry date extending beyond the Termination Date. Each Domestic any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance and expiry date of each Domestic Revolving Credit Maturity Date); provided that any Performance Letter of Credit may have an expiration date not later than thirty (30) Business Days prior to the Revolving Credit Maturity Date; (iii) unless such Letter of Credit is (A) issued in a currency that is an Agreed Currency and (B) is otherwise in form and substance acceptable to the Issuing Bank; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed request for issuance of letter of credit in the form of the attached Exhibit L; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, 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 Revolving Credit Termination Date, and upon request by the Company in accordance with the provisions of Section 3.2, issue for the account of the Company one or more irrevocable standby letters of credit denominated in Dollars or any Foreign Currency and in Dollarsa 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 such Domestic Credit”). From and after the Closing Date, the Existing Letters of Credit from shall be Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) shall commence with respect to such Letters of Credit on the Closing Date until the Termination Date Date. The Stated Amount of each Letter of Credit shall not be less than such amount as ▇▇▇▇ may request, in a form be acceptable to the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit 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 the Letter of Credit Subcommitment, (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time with respect to Letters of Credit then outstanding and denominated in a Foreign Currency, would exceed $5,000,000, or (iii) 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 Letter of 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 Company, 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 at least 30 days prior to the then expiry thereof to the beneficiary of such Letter of Credit; and (c) The Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Closing Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the "Domestic LOC Committed Amount") Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in Section 4.1 (xif applicable) or Section 4.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Domestic Letter of Credit shall be a Business DaySection 3.1(a).

Issuance. (1) Subject to the terms and conditions of the Credit Agreement and of the LOC Documentsthis Agreement, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing LenderLENDER will, from time to time after the Effective Date and in Dollarsits accordance with its usual and customary practices, and at the request of such Domestic and for the account of BORROWER, issue or create Letters of Credit from for the Closing Date until benefit of beneficiaries designated by BORROWER. The Letters of Credit and the Termination Date as ▇▇▇▇ may requestvarious documents related thereto (including the Applications defined below) are herein collectively called “Financing Documents”. (2) Unless otherwise agreed by LENDER in writing, all shipping documents must be consigned to LENDER. (3) Unless otherwise agreed by LENDER in a form acceptable to writing, LENDER will not issue or create any Financing Document if the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS (issuance thereof would result in more than $10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic 3,500,000 in Letter of Credit Obligations being Outstanding at any one time or if the issuance thereof would result in a violation of the Lending Formula. (A) Each Financing Document shall provide that drafts drawn thereunder must be presented to LENDER on or prior to 60 days after the issuance thereof (xunless otherwise agreed by LENDER), and, in the case of the Letters of Credit, that any acceptances created thereunder shall mature not later than 90 days after the creation thereof in the case of documentary Letters of Credit and 360 days n the case of standby Letters of Credit (unless otherwise agreed by LENDER). (B) have In the event that any drafts drawn under any Financing Document has an original expiry expiration date more or any acceptance has a maturity date later than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending Maturity Date and LENDER’s relationship with BORROWER under this Agreement is not extended beyond the Termination Maturity Date. Each Domestic , BORROWER must obtain with a source other than LENDER or any LENDER’s Affiliate a replacement Financing Document, Letter of Credit or acceptance as the case may be or secure BORROWER’s obligations thereunder with cash collateral in an amount satisfactory to LENDER acting in good faith using reasonable commercial judgment. (5) BORROWER shall comply with give notice to LENDER of a request for issuance of any Financing Document not less than 2 Business Days prior to the related LOC Documentsproposed issuance date (which prescribed time period may be waived at the option of LENDER in the exercise of its sole discretion). The issuance and expiry Each such notice shall specify: (A) the requested date of each Domestic Letter of Credit such issuance (which shall be a Business Day); (B) the maximum amount of such Financing Document; (C) the expiration date of such Financing Document; (D) the purpose of such Financing Document; (E) the name and address of the beneficiary of such Financing Document; and (F) the required documents under any such Financing Document. (6) Notwithstanding the foregoing, LENDER shall not be under any obligation to issue or create any Financing Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain LENDER from issuing such Financing Document or any requirement of law applicable to LENDER or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over LENDER shall prohibit, or request that LENDER refrain from, the issuance of Letters of Credit generally or any such Financing Documents in particular, or shall impose upon LENDER with respect to any Financing Document any requirement (for which LENDER is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to LENDER as of the date hereof and which LENDER in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably requirehereof, the Lenders Letter of Credit Bank has issued the Letters of Credit described on Exhibit 2.7 hereof (which Letters of Credit shall be deemed issued and outstanding hereunder upon the effectiveness of this Loan Agreement) and the Letter of Credit Bank will participate in the issuance by the Issuing Lender, from time to time issue standby letters of credit and in Dollars, commercial letters of such Domestic Letters of Credit credit from the Closing Date until the Termination Date as ▇▇▇▇ the Borrower may request, each to be in a form acceptable to the Issuing LenderLetter of Credit Bank (hereinafter the Letters of Credit described on Exhibit 2.7 and the standby letters of credit and commercial letters of credit issued on and after the Closing Date pursuant to this Section 2.7, together with all extensions, renewals, modifications and replacements thereto, shall be referred to as the "Letters of Credit"); provided, however, that (i) the Domestic LOC Obligations outstanding Letter of Credit Bank shall not at issue any time exceed TEN MILLION DOLLARS ($10,000,000) (Letter of Credit to the "Domestic LOC Committed Amount") and (ii) extent that immediately after the issuance of such Letter of Credit the sum of the aggregate outstanding principal amount balance of outstanding all Revolving Loans plus Domestic LOC Loans, Letter of Credit Obligations outstanding plus would exceed the aggregate principal amount then applicable Maximum Commitment; provided further, the Letter of outstanding Competitive Loans plus Credit Bank shall not issue any standby Letter of Credit to the aggregate principal amount extent that immediately after the issuance of outstanding Swingline Loans plus such standby Letter of Credit the Dollar Amount (as determined as Letter of Credit Obligations relating to all standby Letters of Credit would exceed $10,000,000; provided further, the Letters of Credit shall be issued solely for the general corporate purposes of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountBorrower. No Domestic Letter of Credit shall (x) have an original expiry date a term of more than one year from the date year. No Letter of issuance or (y) as originally issued or as extended, Credit shall have an expiry date extending beyond the Termination Date. Each Domestic Date nor shall any Letter of Credit shall comply with have payment terms which require the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be Bank to make a Business Daypayment thereunder after the Termination Date.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lender Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, Bank from time to time and in Dollars, of such Domestic Letters of Credit in Dollars from the Closing Date until the Termination Maturity Date as ▇▇▇▇ the Borrower may request, in a form reasonably acceptable to the Issuing LenderBank; provided, however, that (ia) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum Letter of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed AmountAmount then in effect. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Datedate that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.3 are not then satisfied. Each Domestic Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each Domestic Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Funding Date, and no request for issuance thereof need be made.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, the Lenders will Issuing Lender agrees to issue, and each U.S. Lender and each Multicurrency Lender severally agrees to participate in the issuance by the Issuing LenderLender of, standby and trade Letters of Credit in U.S. Dollars from time to time and in Dollars, of such Domestic Letters of Credit from during the Closing Date until Commitment Period as the Termination Date as ▇▇▇▇ Company may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN ONE HUNDRED MILLION DOLLARS ($10,000,000100,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate Dollar Amount with respect to principal amount of outstanding U.S. Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Multicurrency Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus all LOC Obligations shall not exceed the Dollar Amount (as determined as sum of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans U.S. Revolving Committed Amount plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Multicurrency Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (other than an Existing Letter of Credit) or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of the Credit Agreement credit denominated in U.S. dollars (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time from and in Dollars, of such Domestic Letters of Credit from including the Closing Date until and prior to the Termination Date as ▇▇▇▇ may request, in a form acceptable to upon the Issuing Lenderrequest of the Company; provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, the Domestic LOC Obligations outstanding shall not at any time Aggregate Outstanding Credit Exposure exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the sum amount of the aggregate principal amount LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at all Facility LCs issued by any time LC Issuer exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date $50,000,000, with respect to each of issuance or Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Union Bank, N.A. and (y) as originally $2,697,431, with respect to ▇▇▇▇▇ Fargo Bank, National Association and (iv) a Facility LC (x) be issued or as extendedlater than 30 days prior to the scheduled Termination Date, (y) have an expiry date extending beyond later than the Termination Date. Each Domestic Letter earlier of Credit shall comply with (1) the related LOC Documents. The date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of each Domestic Letter such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. Notwithstanding the foregoing, the letters of Credit credit identified on Schedule 3.1 (the “Existing LCs”) shall be a Business Daydeemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lender Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, Bank from time to time and in Dollars, of such Domestic Letters of Credit in Dollars from the Closing Date until the Termination Maturity Date as ▇▇▇▇ the Borrower may request, in a form reasonably acceptable to the Issuing LenderBank; provided, however, that (ia) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum Letter of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Letter of Credit Committed Amount, (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount then in effect and (c) the Issuing Bank shall not be required to issue a Letter of Credit to the extent that the amount of all issued Letters of Credit when added to the then outstanding Revolving Loans and Swing Loans of such Issuing Bank, would cause the aggregate outstanding amount (without duplication) of such Issuing Bank’s Revolving Credit Commitment to exceed such Issuing Bank’s Revolving Credit Commitment Percentage. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Datedate that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.2 are not then satisfied. Each Domestic Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each Domestic Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made. Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Bank shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, at any time and from time to time on and in Dollars, of such Domestic Letters of Credit from after the Closing Date until and prior to the earlier of (i) the seventh day prior to the Revolving Credit Maturity Date and (ii) the Revolving Credit Termination Date as ▇▇▇▇ may requestDate, 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 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 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 $100,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, 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 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 Lender, for renewal for successive periods of one year or less (but not beyond the seventh day prior to 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; (c) The Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Closing Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the "Domestic LOC Committed Amount") Issuing Lender as of the Closing Date and that the Issuing Lender in good fait▇ ▇▇▇▇▇ ▇▇▇erial to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in SECTIONS 4.1 (xif applicable) or 4.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Domestic Letter subsection (a) above; and (d) No more than five (5) Letters of Credit shall be a Business Dayoutstanding at any one time.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and documentary letters of the credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit Agreement (“Modify,” and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, each such action a “Modification”) from time to time and in Dollars, from the Third Restatement Date to the Revolving Facility Termination Date upon the request of such Domestic Letters a Borrower; provided that immediately after any Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may requestis issued or Modified, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding Aggregate Outstanding Revolving Credit Exposure shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and Aggregate Revolving Commitment, (ii) the sum of LC Exposure shall not exceed $50,000,000, and (iii) the aggregate principal amount of outstanding Multicurrency Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Loans, Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not at any time exceed the aggregate Revolving Committed Amount$100,000,000. No Domestic Letter of Credit shall have an expiry date after the earlier of (x) have an original expiry five Business Days prior to the scheduled Revolving Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date more than that is one year from after the date of issuance or thereof (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic provided that any Letter of Credit shall comply with a one-year tenor may provide for the related LOC Documents. The issuance and expiry renewal thereof for additional one-year periods not to extend beyond the date of each Domestic five (5) Business Days prior to the scheduled Revolving Facility Termination Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be a Business Dayreduced to an amount less than $50,000,000, to 50% of such lesser amount).

Issuance. Subject to Each Issuing Bank hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of the credit denominated in Dollars (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Letter of Credit Agreement (“Modify,” and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lendereach such action a “Modification”), from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until to the fifth Business Day before the Facility Termination Date as ▇▇▇▇ may requestupon the request of the Borrower, in a form acceptable to for the Issuing Lender; providedbenefit of Borrower or its Subsidiaries, howeveronly if immediately after each Letter of Credit is issued or Modified, that each of the following is true: (i) the Domestic LOC aggregate amount of the outstanding L/C Obligations outstanding shall does not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and ; (ii) the sum aggregate amount outstanding Letters of Credit issued by each Issuing Bank does not exceed $10,000,000; (iii) the aggregate amount of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall Exposures does not at any time exceed the aggregate Revolving Committed AmountCommitments; and (iv) the Aggregate Outstanding Credit Exposure does not exceed the Aggregate Commitment. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, may have an expiry date extending beyond later than the earlier of (x) the fifth Business Day before the Facility Termination Date. Each Domestic Date and (y) one year after its issuance; provided that the expiry date of a Letter of Credit shall comply may be up to one year later than the fifth Business Day before the Facility Termination Date if the Borrower has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the L/C Obligations with respect to such Letter of Credit. Notwithstanding anything herein to the related LOC Documents. The issuance and expiry date of each Domestic contrary, no Issuing Bank has any obligation to issue any Letter of Credit the proceeds of which would be made available to any Person in violation of Section 6.2. Borrower may request Letters of Credit be issued of on behalf of itself and its Subsidiaries, and all the provisions of this Agreement (including repayment obligations) shall be a Business Daybinding and shall apply to all such Letters of Credit whether issued on behalf of Borrower or its Subsidiaries.

Issuance. Subject to From time-to-time from the date of this Agreement until four months before the Tranche A Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit Agreement and will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure to exceed the LOC Documentslesser of (1) $20,000,000 or (2) the aggregate Tranche A Commitments less the aggregate outstanding principal amount of all Tranche A Advances; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) 13 months after the date of issuance thereof (or, if anyextendable beyond such period, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance unless such Letter of Credit is cancellable upon 120 days' notice given by the Issuing Lender, from time Bank to time and in Dollars, the beneficiary of such Domestic Letters Letter of Credit) and (B) the Tranche A Maturity Date; (iii) unless such Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, is in a form and substance acceptable to the Issuing Lender; provided, however, that Bank in its sole discretion; (iiv) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (xv) have an original expiry date more than one year from unless the date Borrower has delivered to the Issuing Bank a completed and executed letter of issuance or credit application on the Issuing Bank's standard form, which application for the initial Issuing Bank is in the form of the attached Exhibit G; and (yvi) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic unless such Letter of Credit shall comply is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the related LOC Documentsterms of this Agreement, the terms of this Agreement shall control. The issuance Notwithstanding the foregoing, if the Agent and expiry date the Banks permit the Expiration Date of each Domestic any Letter of Credit to extend beyond the Tranche A Maturity Date, the Borrower shall be a Business Daydeposit with the Agent into the Cash Collateral Account on the Tranche A Maturity Date an amount of cash equal to the outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time.

Issuance. Subject From time to time from the date of this Agreement until three months before the Maturity Date, at the request of any Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrowers (for the benefit of a Borrower or for the benefit of any of the other Subsidiaries of the Company). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; provided, however, that increased or extended (i) if such issuance, increase or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (a) $125,000,000 or (b) an amount equal to the remainder of (1) the lesser of the Borrowing Base or the aggregate Commitments minus (2) the aggregate outstanding shall not principal amount of the Revolving Advances and Swingline Advances at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance thereof or (yB) as originally issued or as extended, have an expiry date extending beyond five days before the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower requesting such Letter of Credit has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ may requestMaturity Date, in at the request of a form acceptable to Borrower, the Issuing Lender; providedBank shall, howeveron the terms and conditions hereinafter set forth, that issue, increase, or extend the expiration date of Letters of Credit for the account of such Borrower or for the account of any Subsidiary of a Borrower (in which case such Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Existing Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of ($10,000,000A) (the "Domestic LOC Committed Amount") and (ii) aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of outstanding all Revolving Loans plus Domestic LOC Obligations outstanding plus Advances and the aggregate outstanding principal amount of outstanding Competitive Loans plus the Swing Line Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of all Revolving Advances and the aggregate outstanding principal amount of outstanding Foreign Currency Loans plus the Dollar Amount Swing Line Advances; (as determined as of the most recent Determination Dateii) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an expiration date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended180 days after the Maturity Date; provided that, have an expiry date extending beyond the Termination Date. Each Domestic any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance and expiry date of each Domestic 180th day after the Maturity Date) if such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from From time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ may requestMaturity Date, in a form acceptable at the request of the Borrower, the Issuing Lenders shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or any other Credit Party, and to the Issuing Lender; providedextent permitted below and in Section 6.4, howeverthe Joint Ventures, that Immaterial Subsidiaries and certain Affiliates of the Borrower, on any Business Day. All Existing Letters of Credit described on Parts A and B of Schedule 1.2 shall be deemed to be issued pursuant to this Section 2.15. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS ($10,000,000A) the aggregate Commitments minus (the "Domestic LOC Committed Amount") and (iiB) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding all Loans; (ii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of the Joint Ventures plus the aggregate principal amount of outstanding Competitive Loans all Investments in Joint Ventures made pursuant to Section 6.4(e) to exceed $15,000,000; (iii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of Immaterial Subsidiaries plus the aggregate principal amount of outstanding Swingline Loans plus all Investments in Immaterial Subsidiaries made pursuant to Section 6.4(f) to exceed $2,000,000; (iv) unless such Letter of Credit has an expiration date not later than the Dollar Amount earlier of (A) one year after the date of issuance thereof and (B) the date which is five Business Days before the Maturity Date (except as determined provided below); provided that, any such Letter of Credit may expressly provide that it is renewable automatically for additional periods (which shall in no event extend beyond the date which is five Business Days before the Maturity Date except as provided below) unless the applicable Issuing Lender has notified the Borrower (with a copy to the Administrative Agent) (and the beneficiary of such Letter of Credit so long as the terms of the most recent Determination DateLetter of Credit require such notice to the beneficiary by the applicable Issuing Lender and the applicable Issuing Lender shall have sufficient contact information to give such notice) at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit; provided further, that any Letter of Credit may expire after the aggregate principal fifth Business Day before the Maturity Date subject to the following conditions: (1) the Borrower shall have, concurrent with such issuance or extension, deposited cash collateral in an amount equal to the Letter of outstanding Foreign Currency Loans plus Credit Exposure attributable to such Letters of Credit to be held in the Dollar Amount Cash Collateral Account or otherwise supported such Letter of Credit Exposure with back-to-back letters of credit in accordance with Section 2.15(e); and (as determined as of the most recent Determination Date2) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic no such Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond (after giving effect to all renewals) of later than one year after the Termination Maturity Date. Each Domestic ; (v) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The applicable Issuing Lender in its sole discretion; (vi) unless the Borrower has delivered to the applicable Issuing Lender a completed request for issuance and expiry date of each Domestic letter of credit in the form of the attached Exhibit H; signed by an Authorized Officer of the Borrower; and (vii) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Chamber of Commerce Publication No. 590 (ISP 98) or any successor to such publications. If the terms of any letter of credit request referred to in the foregoing clause (vi) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to From time-to-time from the Effective Date until the Revolving Credit Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum account of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at Borrower on any time exceed the aggregate Revolving Committed AmountBusiness Day. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be issued, increased, or extended: (i) unless such issuance, increase, extension or conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A) $20,000,000.00 or (B) the aggregate Revolving Credit Commitments minus the aggregate outstanding principal amount of all Revolving Credit Advances; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) twelve months after the date of issuance thereof or (B) the Revolving Credit Maturity Date; (iii) unless the Letter of Credit Documents executed in connection with Letters of Credit are in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a Business Daystandby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject From time to time from the date of this Agreement until 30 days prior to the Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit Agreement will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) the Unused Commitment Amount; (ii) unless such Letter of Credit has an Expiration Date not later than the LOC Documentsearlier of (A) 12 months after the date of issuance thereof (or, if anyextendable beyond such period, and any other terms and conditions which unless such Letter of Credit is cancelable upon not more than 30 days’ notice given by the Issuing Lender may reasonably require, to the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, beneficiary of such Domestic Letters Letter of Credit) and (B) the Maturity Date; (iii) unless such Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, Documents are in a form and substance acceptable to the Issuing Lender; provided, however, that Lender in its sole discretion; (iiv) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (xv) have an original expiry date more than one year from unless the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond Borrower has delivered to the Termination Date. Each Domestic Issuing Lender a completed and executed Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Application; and (vi) unless such Letter of Credit is governed by either (A) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (or any successor to such publication) or (B) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject From time to time from the date of this Agreement until three months before the Maturity Date, at the request of any Borrower, each Issuing Lender shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrowers (for the benefit of a Borrower or for the benefit of any of the other Subsidiaries of the Company). No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; provided, however, that increased or extended (i) if such issuance, increase or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (a) $150,000,000 or (b) an amount equal to the remainder of (1) the aggregate Commitments minus (2) the aggregate outstanding shall not principal amount of the Revolving Advances and Swingline Advances at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance thereof or (yB) as originally issued or as extended, have an expiry date extending beyond five days before the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry date of each Domestic respective Issuing Lender in its sole discretion; (iv) unless the Borrower requesting such Letter of Credit has delivered to the respective Issuing Lender a completed and executed letter of credit application on such Issuing Lender’s standard form, which shall be contain terms no more restrictive than the terms of this Agreement; and (v) unless such Letter of Credit, if a Business Daystandby Letter of Credit, is governed by the ISP or, if a commercial Letter of Credit, the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to and upon the terms and conditions herein set forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, in reliance on the agreements of the other Lenders set forth in this Article IV at any time and from time to time on and after the Effective Date and prior to the earlier of (i) the seventh day prior to the Maturity Date and (ii) the 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 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 Lenders will participate in the issuance “Letters of Credit”). The Stated Amount of each Letter of Credit shall not be less than $100,000 unless otherwise agreed to by the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, from time would exceed the Letter of Credit Sublimit or (ii) when added to the sum of (y) the aggregate Letter of Credit Exposure of all Lenders at such time and in Dollars(z) the aggregate principal amount of all Revolving Credit Outstandings and Swing Line Outstandings, of would exceed the Total Revolving Credit Commitment at such Domestic Letters time; (b) No Letter of Credit from shall be issued that by its terms expires later than the Closing seventh day prior to the Maturity Date until the Termination Date as ▇▇▇▇ may requestor, in a form acceptable to the Issuing Lenderany 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 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 Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Effective Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, in effect or known to the "Domestic LOC Committed Amount") Issuing Lender as of the Effective Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in Sections 7.1 (xif applicable) or 7.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The provisions of subsection (a) above, or (iii) the issuance and expiry date of each Domestic such Letter of Credit shall be a Business Daywould violate the policies of the Issuing Lender.

Issuance. Subject to and upon the terms and conditions herein set -------- forth, so long as no Default or Event of the Credit Agreement Default has occurred and of the LOC Documentsis continuing, if any, and any other terms and conditions which the Issuing Lender may reasonably requirewill, the Lenders will participate in the issuance by the Issuing Lender, 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 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 one or more irrevocable standby letters of credit denominated in Dollars and in Dollarsa 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 such Domestic Credit"). The Stated Amount of each Letter of Credit shall not be less than $100,000 and there shall not be more than seven (7) Letters of Credit from outstanding at one time. Notwithstanding the Closing foregoing: (a) No Letter of Credit shall be 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 $5,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the aggregate principal amount of all Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, 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 seventh day prior to the Maturity Date until the Termination Date as ▇▇▇▇ may requestor, in a form acceptable to the Issuing Lenderany 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 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 Issuing Lender 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 Domestic LOC Obligations outstanding Issuing Lender from issuing such Letter of Credit, or 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, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in 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 at otherwise compensated) not in effect on the Closing Date, or any time exceed TEN MILLION DOLLARS ($10,000,000) (unreimbursed loss, cost or expense that was not applicable, or in effect as of the "Domestic LOC Committed Amount") Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the sum Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic such Letter of Credit shall that one or more of the conditions specified in Sections 4.1 (xif applicable) or 4.2 are not then satisfied (or have an original expiry date more than one year from not been waived in writing as required herein) or that the date issuance of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date provisions of each Domestic Letter of Credit shall be a Business Daysubsection (a) above.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ fifth Business Days before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit (any such issuance, increase of the stated amount or extension of the expiration date, an “Issuance Event”) for the account of the Borrower or for the account of any Guarantor (in which case the Borrower and such Guarantor shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended unless: (i) after giving effect to such Issuance Event the sum of the Letter of Credit Exposure of all Participants and the outstanding Revolving Advances would not exceed the aggregate Commitments of all Participants at the time of such proposed Issuance Event; (ii) after giving effect to such Issuance Event the sum of (A) the Letter of Credit Exposure with respect to Financial Letters of Credit and Documentary Letters of Credit and (B) the outstanding Advances would not exceed $25,000,000; (iii) such Letter of Credit has an expiration date not later than five Business Days prior to the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may requestexpressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date), provided that such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iv) such Letter of Credit is in a form and substance acceptable to the Issuing Lender; provided, however, that Bank in its reasonable discretion; (iv) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (Borrower has delivered to the "Domestic LOC Committed Amount") Issuing Bank a completed and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic executed Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Application and a completed Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Request; and (vi) such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 15 Business Days before the Termination Date as ▇▇▇▇ Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of Letters of Credit for the account of the Borrower or for the account of any Subsidiary of the Borrower (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $15,000,000 and (B) the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances and (2) the Borrowing Base minus the aggregate outstanding principal amount of all Revolving Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may requestexpressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the Maturity Date), provided that such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in a form and substance acceptable to the Issuing Lender; provided, however, that Bank in its reasonable discretion; (iiv) unless the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (Borrower has delivered to the "Domestic LOC Committed Amount") Issuing Bank a completed and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic executed Letter of Credit shall Application; and (xv) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic unless such Letter of Credit shall comply is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the related LOC Documents. The issuance and expiry date terms of each Domestic Letter this Agreement, the terms of Credit this Agreement shall be a Business Daycontrol.

Issuance. Subject From time to time from the date of this Agreement until 30 days prior to the Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit Agreement will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) the Unused Commitment Amount; (ii) unless such Letter of Credit has an Expiration Date not later than the LOC Documentsearlier of (A) 12 months after the date of issuance thereof (or, if anyextendable beyond such period, and any other terms and conditions which unless such Letter of Credit is cancelable upon not more than 30 days’ notice given by the Issuing Lender may reasonably require, to the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, beneficiary of such Domestic Letters Letter of Credit) and (B) the Maturity Date; (iii) unless such Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, Documents are in a form and substance acceptable to the Issuing Lender; provided, however, that Lender in its sole discretion; (iiv) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (xv) have an original expiry date more than one year from unless the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond Borrower has delivered to the Termination Date. Each Domestic Issuing Lender a completed and executed Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Application; and (vi) unless such Letter of Credit is governed by either (B) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (or any successor to such publication) or (A) the International Standby Practices 1998, Institute of International Banking Law & Practice (or any successor to such publication). If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to the terms and conditions of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderthis Agreement, from time-to-time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until 30 days before the Termination Date as ▇▇▇▇ may requestMaturity Date, in at the request of a form acceptable to Borrower, the Issuing Lender; providedBank shall, howeveron the terms and conditions hereinafter set forth, that issue, increase, or extend the expiration date of Letters of Credit for the account of such Borrower or for the account of any Subsidiary of a Borrower (in which case such Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Original Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of ($10,000,000A) (the "Domestic LOC Committed Amount") and (ii) aggregate Revolving Commitments minus the sum of the aggregate outstanding principal amount of outstanding all Revolving Loans plus Domestic LOC Obligations outstanding plus Advances and the aggregate outstanding principal amount of outstanding Competitive Loans plus the Swing Line Advances and (B) the Borrowing Base minus the sum of the aggregate outstanding principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of all Revolving Advances and the aggregate outstanding principal amount of outstanding Foreign Currency Loans plus the Dollar Amount Swing Line Advances; (as determined as of the most recent Determination Dateii) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an expiration date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended180 days after the Maturity Date; provided that, have an expiry date extending beyond the Termination Date. Each Domestic any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documents. The issuance and expiry date of each Domestic 180th day after the Maturity Date) if such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any successor to such publication or to the International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Credit Agreement and Borrower (for its own benefit or for the benefit of the LOC Documents, if any, and Parent or any other terms and conditions which of the Issuing Lender may reasonably require, the Lenders will participate in the Borrower’s Subsidiaries). Promptly after issuance by the Issuing LenderBank of a Letter of Credit, from time to time and in Dollars, such Issuing Bank shall furnish a copy of such Domestic Letters Letter of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Borrower. Each Issuing Lender; providedBank shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Bank (including the amount thereof). Upon the Effective Date, howeverbut subject to the limitations contained in the following sentence, that each Existing Letter of Credit shall be automatically converted to a Letter of Credit. No Letter of Credit will be issued, increased, or extended and no Existing Letter of Credit will be converted to a Letter of Credit: (i) if such issuance, increase, extension or conversion would cause the Domestic LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (x) $10,000,0005,000,000 or (y) an amount equal to (A) the "Domestic LOC Committed Amount") and aggregate Revolving Commitments less (iiB) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount Exposure at such time; (as determined as of the most recent Determination Dateii) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond fifteen (15) days prior to the Termination Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with is a standby letter of credit not supporting the related LOC Documents. The issuance and expiry date repayment of each Domestic indebtedness for borrowed money of any Person; (iv) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank; (v) unless the Borrower has delivered to the Issuing Bank (with a copy to the Administrative Agent) the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall be contain terms no more restrictive than the terms of this Agreement; (vi) if a Business Daydefault of any Lender’s obligations to fund under Section 2.13(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the applicable Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or such Lender to eliminate the Issuing Bank’s risk with respect to such Lender; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement Agreement, Agent and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lenderagree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower Representative on behalf of the applicable Borrower and in Dollarsfor such Borrower’s account, Letter of such Domestic Credit Obligations by causing Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in to be issued by GE Capital or a form Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to the Issuing LenderAgent in its sole discretion (each, an “L/C Issuer”) for such Borrower’s account and guaranteed by Agent; provided, howeverthat if the L/C Issuer is a Lender, that (i) the Domestic LOC Obligations outstanding then such Letters of Credit shall not at any time exceed TEN MILLION DOLLARS be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase ($10,000,000or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (the "Domestic LOC Committed Amount"b)(ii) and (ii) the sum of the below. The aggregate principal amount of outstanding Revolving Loans plus Domestic LOC all such Letter of Credit Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the least of (i) Fifteen Million Dollars ($15,000,000) (the “L/C Sublimit”) and (ii) the Maximum Amount less the aggregate Revolving Committed Amountoutstanding principal balance of the Advances, and (iii) the Aggregate Borrowing Base less the aggregate outstanding principal balance of the Advances. Furthermore, the aggregate amount of any Letter of Credit Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate principal balance of the Advances to the OHI Borrowers, and (y) SMC shall not exceed the balance of the SMC Borrowing Base less the aggregate principal balance of the Advances to SMC. No Domestic such Letter of Credit shall (x) have an original expiry date that is more than one year from following the date of issuance thereof (provided, however, that a Letter of Credit may provide for automatic renewals (if notice of termination is not given by the Borrower representative within a specified time period) of such Letter of Credit for additional one year periods through the Commitment Termination Date), unless otherwise determined by Agent, in its sole discretion, and neither Agent nor Lenders shall be under any obligation to incur Letter of Credit Obligations in respect of, or (y) as originally issued or as extendedpurchase risk participations in, have any Letter of Credit having an expiry date extending beyond that is later than the Commitment Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.

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, the Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (1) $10,000,000.00 and (2) the aggregate Commitments less the aggregate outstanding principal amount of all Advances less the aggregate outstanding principal amount of all Swing Loans; (ii) unless such Letter of Credit has an Expiration Date until not later than the Termination Date as ▇▇▇▇ may request, earlier of (a) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit is in a form and substance acceptable to the Issuing Lender; provided, however, that Bank in its sole discretion; (iiv) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit is a standby letter of credit not supporting the repayment of Debt of any Person; (v) unless the Borrower has delivered to the Issuing Bank a completed and executed letter of credit application on the Issuing Bank's standard form, which application for the initial Issuing Bank is in the form of the attached Exhibit G and which successor application for the initial Issuing Bank or application for any successor Issuing Bank shall contain terms no more restrictive than the terms of this Agreement (xand in the case of conflict between this Agreement and any such application, this Agreement shall control); and (vi) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic unless such Letter of Credit shall comply is governed by the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the related LOC Documents. The issuance and expiry date terms of each Domestic Letter this Agreement, the terms of Credit this Agreement shall be a Business Daycontrol.

Issuance. Subject to From time-to-time from the date of this Agreement until three months before the Tranche A Maturity Date, at the request of the Borrower, an Issuing Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the expiration date of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from for the Closing Date until account of the Termination Date as ▇▇▇▇ may requestBorrower on any Business Day. No Letter of Credit will be issued, in a form acceptable to the Issuing Lender; providedincreased, however, that or extended: (i) if such issuance, increase, or extension would cause the Domestic LOC Obligations Letter of Credit Exposure to exceed the lesser of (1) $50,000,000.00 and (2) the aggregate Tranche A Commitments less the aggregate outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") principal amount of all Tranche A Advances, Competitive Advances, and Debt permitted under Section 6.02(d); (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance or thereof and (yB) as originally issued or as extended, have an expiry date extending beyond the Termination Tranche A Maturity Date. Each Domestic ; (iii) unless such Letter of Credit shall comply with the related LOC Documents. The issuance is in form and expiry date of each Domestic substance acceptable to such Issuing Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of Funded Debt of any Person; (v) unless the Borrower has delivered to such Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; and (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lender Bank may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, Bank from time to time and in Dollars, of such Domestic Letters of Credit in Dollars from the Closing Date until the Termination Maturity Date as ▇▇▇▇ the Borrower may request, in a form reasonably acceptable to the Issuing LenderBank; provided, however, that (ia) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum Letter of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Credit Obligations outstanding shall not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed AmountAmount then in effect. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Datedate that is five (5) Business Days prior to the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.2 are not then satisfied. Each Domestic Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each Domestic Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made. Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Bank shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which during the Commitment Period the Issuing Lender may reasonably requireshall issue, and the Lenders will shall participate in in, Letters of Credit for the issuance by account of the Issuing Lender, Borrower from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the Domestic aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN ONE HUNDRED FIFTEEN MILLION DOLLARS ($10,000,000115,000,000) (the "Domestic “LOC Committed Amount") and ”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No Domestic Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve 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 applicable to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or (y) 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 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 that is thirty days prior to the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. 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 Issuing Lender.

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, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of Letters of Credit, and the Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Credit Agreement and Borrower (for its own benefit or for the benefit of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lenderits Subsidiaries); provided, however, provided that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date extending beyond the Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic 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 Citibank of a Business Dayrequest for an issuance of a Letter of Credit. No Letter of Credit will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (x) $100,000,000 or (y) an amount equal to (A) the Total Commitments less (B) 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 the earlier of (A) one year after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; (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, which shall contain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions of the Credit Agreement hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, prior to the Lenders will participate in Maturity Date Lender shall issue Letters of Credit for the issuance by the Issuing Lender, account of Borrower from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, upon request by Borrower in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) either (A) if the Domestic Accordion Facility has not been Activated, the sum of outstanding Revolving Advances plus outstanding LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS the Revolving Committed Amount or ($10,000,000B) (if the "Domestic LOC Committed Amount") and (ii) Accordion Facility has been activated, the sum of the aggregate principal amount of outstanding Revolving Loans Advances, plus Domestic outstanding Accordion Advances, plus outstanding LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) all Letters of Credit shall be denominated in U.S. Dollars and (iii) Letters of Credit shall be issued for lawful corporate. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance, unless otherwise agreed to by Lender; 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 (y) periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than 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 Termination date that is one (1) year after the Maturity Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day.. Borrower's Reimbursement Obligations in respect of each Existing Letter of Credit and new Letter of Credit shall be governed by the terms of this Credit Agreement