Common use of Issuance Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Commitment Period each Issuing Lender shall issuefrom time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, letters of credit (the "Letters of Credit Credit") for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lenderor any of its Subsidiaries; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding plus Competitive Bid Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, each Letter of Credit shall have an original expiry date not more than one year from the date of issuance; provided that, at the option of the Borrower, Letters of Credit may be subject to automatic renewal for periods not in excess of one year subject to the conditions that (x) the Issuing Lender may give notice to the Borrower not less than 60 days prior to the effective date of such extension that it will not extend such Letter of Credit (and, during the existence and continuation of an Event of Default, the Issuing Lender agrees to give such notice if instructed by the Required Lenders to do so) and (y) no Letter of Credit (or renewal thereof), shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit shall be governed by comply with the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

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

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

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

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, the Commitment Period each Borrower or its Subsidiaries under this Credit Agreement), the Issuing Lender shall issueagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, from time to time upon request, in its reasonable discretion, to issue (from the Closing Date to thirty days prior to the Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrower; provided, however, that that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS the LOC Committed Amount and ($37,500,000ii) (the “LOC Committed Amount”), (iiA) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Obligations, plus (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate amount of Competitive Bid Loans outstanding, plus (D) the aggregate amount of Swing Line Loans outstanding shall not at any time exceed the Revolving Committed Amount then in effect, and (iii) no Issuing if any Participant shall be a Defaulting Lender will be required to issue Letters at the time of Credit in an aggregate issuance of any Letter of Credit, the amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters Letter of Credit shall be denominated reduced by the amount of such Participant’s Participation Interest in Dollars such Letter of Credit, unless otherwise agreed by the Issuing Lender in its sole discretion. The Issuing Lender may require the issuance and (v) Letters expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be a standby letter of credit issued for to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditits Subsidiaries. Except as otherwise expressly agreed upon by all the Revolving LendersParticipants, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Creditnor, as originally issued extended or as extendedotherwise, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date Borrower shall promptly examine a copy of each Letter of Credit shall be a Business Day. Each Letter and each amendment thereto that is delivered to it and, in the event of Credit issued hereunder shall be in a minimum original face amount any claim of $100,000 noncompliance with the Borrower’s instructions or such lesser amount as approved by other irregularity, the applicable Borrower will immediately notify the Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Existing Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Underlying Issuer from time to time upon request of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the Maturity Date as CBI may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the aggregate principal amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS thirty million Dollars ($37,500,00030,000,000) (the “LOC Letter of Credit Committed Amount”), ) and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount Letter of Credit Obligations outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditBorrowing Base. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each 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. Each Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit issued hereunder shall be issued to or for the benefit of CBII (or any Person in its capacity as a minimum original face amount creditor of $100,000 CBII) or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect to support, replace or supplement any obligation of each Existing Letter of CreditCBII, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing except for those 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 Agreementset forth in Schedule 3.1 hereto.

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

Issuance. Subject to From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereof and of the LOC Documentshereinafter set forth, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and increase, or extend the Revolving Lenders shall participate in, expiration date of Letters of Credit for the account of the Borrower from time or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to time upon request in a form acceptable to the applicable Issuing Lender; providedsuch Letter of Credit) on any Business Day. No Letter of Credit will be issued, howeverincreased, that 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 principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS Revolving Commitments minus ($37,500,000) (the “LOC Committed Amount”), (ii2) the sum of (x) the aggregate outstanding principal amount of outstanding all Revolving Loans Advances plus (y) the aggregate outstanding principal amount of outstanding LOC Obligations shall all Swing Line Advances; (ii) unless such Letter of Credit has an expiration date not at any time exceed later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Committed Amount Maturity Date; provided that, 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 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 in effect, current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) no unless such Letter of Credit is in form and substance acceptable to the Issuing Lender will be required Bank in its sole discretion; (iv) unless the Borrower has delivered to issue 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); and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, the foregoing clause (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection conflicts with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of this Agreement, the applicable Letter terms of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, this Agreement shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Datecontrol. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, shall be a Letter of Credit deemed to have been issued as Letters pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit hereunder and subject to and governed by the terms of this AgreementExposure.

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

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

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by the Commitment Period each Credit Parties or their Subsidiaries under this Credit Agreement), the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request issue, in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of a Credit Party or any of its Subsidiaries, from the Initial Funding Date until the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWENTY FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations plus its (other than the Swing Line Lender) pro rata share of outstanding Swing Line Loans shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations insurance obligations), contingent or otherwise, of a Credit Party or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing the purchase of goods or services by a Credit Party or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall Credit issued on behalf of a Foreign Subsidiary must be governed permitted by the terms of this Credit AgreementSection 8.6. The Existing Letters Each Letter of Credit shall, as of shall comply with the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementrelated LOC Documents.

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

Issuance. Subject For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by HUMBL, Inc., a Delaware corporation, its successors and assigns (“Company”), B▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and T▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustees of the Strider Lir Trust dated December 22, 2016, their successors and/or registered assigns (“Investor”), are hereby granted the right to purchase at any time on or after the Bifurcation Date (as defined below) until May 13, 2023 (the “Expiration Date”), 660,000 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.00001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions hereof and of the LOC Documentsthis Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is issued as of June 24, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) 2021 (the “LOC Committed AmountBifurcation Date”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit but shall be denominated in Dollars and (v) Letters of Credit shall be issued deemed for any lawful corporate all purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued on May 13, 2021 (the “Issue Date”). This Warrant is issued pursuant to that certain Bifurcation Agreement dated June 24, 2021 (the “Bifurcation Agreement”), as Letters the same may be amended from time to time, by and between Company and Investor, pursuant to which Company and Investor agreed to bifurcate that certain Warrant to Purchase Shares of Credit hereunder and subject Common Stock previously issued on the Issue Date by Company in favor of Investor (the “Original Warrant”). The Original Warrant was originally issued pursuant to and governed by the terms of that certain Securities Purchase Agreement dated May 13, 2021, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this Agreementreference. The purchase price for the Original Warrant was paid in full on the Issue Date. The purchase price for this Warrant shall be deemed to be paid in full as of the same date.

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

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

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

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

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

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

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

Issuance. Subject Concurrently herewith, the Company is executing a Second Amendment to the terms Credit Agreement and conditions hereof and this Warrant is being issued to enhance the security of the LOC Documents, if any, collateral for the due and any other terms punctual payment and conditions which performance by the Issuing Lenders may reasonably require, during Loan Parties of all of the Commitment Period each Issuing Lender shall issue, Obligations under the Credit Agreement and the Revolving Lenders shall participate inother Loan Documents (collectively, Letters the “Secured Obligations”). In consideration of Credit for Holder’s agreement to purchase the account Shares, the Company hereby grants to Holder the right to purchase Three Million (3,000,000) shares of the Borrower Company’s common stock (the “Common Stock”). The shares of Common Stock or other securities for which this Warrant may be exercisable from time to time shall be referred to herein as the “Warrant Stock.” The shares of Warrant Stock issuable upon request exercise of this Warrant are hereinafter referred to as the “Shares.” The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is assigned hereunder) from time to time. With a form acceptable view to making available to the applicable Issuing Lender; providedHolder the benefits of Rule 144 and any other rule or regulation of the Securities and Exchange Commission (the “Commission”) that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration statement, however, that the Company shall: (i) the aggregate principal amount use best efforts to make and keep adequate public information available, as required by clause (c) of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)Rule 144, (ii) use best efforts to file with the sum Commission in a timely manner all reports and other documents required of the aggregate principal amount Company under the Securities Act and the Securities Exchange Act of outstanding Revolving Loans plus 1934, as amended (the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect“Exchange Act”), and (iii) no Issuing Lender will be required furnish, or otherwise make available to issue Letters the Holder so long as the Holder owns Warrant Stock, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Credit in an aggregate amount in excess Rule 144 and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars other reports and (v) Letters of Credit shall be issued for any lawful corporate purposes and documents so filed or furnished by the Company as such Holder may be issued as standby letters of credit, including reasonably request in connection with workers’ compensation the sale of Common Stock without registration. The Company may deem and other insurance programs and commercial letters treat the registered Holder of credit. Except this Warrant as otherwise expressly agreed upon by all the Revolving Lenders, no Letter absolute owner hereof for the purpose of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default any exercise hereof or Event of Default has occurred and is continuing and subject any distribution to the Holder, and for all other terms and conditions purposes, absent actual notice to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementcontrary.

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

Issuance. Subject to From time-to-time from the Closing Date until 30 days before the Revolving Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereof and of the LOC Documentshereinafter set forth, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and increase, or extend the Revolving Lenders shall participate in, expiration date of Letters of Credit for the account of the Borrower from time or for the account of any Loan Party (in which case such Borrower and such Loan Party shall be co-applicants with respect to time upon request in a form acceptable to the applicable Issuing Lender; providedsuch Letter of Credit) on any Business Day. No Letter of Credit will be issued, howeverincreased, that or extended: (i) if such issuance, increase, or extension would cause the aggregate principal 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 LOC Obligations shall not the Revolving Commitments and the Borrowing Base in effect at any such time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS minus ($37,500,000) (the “LOC Committed Amount”), (ii2) the sum of (x) the aggregate outstanding principal amount of outstanding all Revolving Loans Advances plus (y) the aggregate outstanding principal amount of outstanding LOC Obligations shall all Swing Line Advances; (ii) unless such Letter of Credit has an expiration date not at any time exceed later than the earlier of (A) one year after the date of issuance thereof and (B) five Business Days prior to the Revolving Committed Amount Maturity Date; provided that, 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 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 in effect, current expiration date of such Letter of Credit given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) no unless such Letter of Credit is in form and substance acceptable to the Issuing Lender will be required Bank in its sole discretion; (iv) unless the Borrower has delivered to issue 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); and (v) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 or any successor to such publication. If the terms of any letter of credit application referred to in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, the foregoing clause (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection conflicts with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of this Agreement, the applicable Letter terms of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, this Agreement shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Datecontrol. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, shall be a Letter of Credit deemed to have been issued as Letters pursuant to the Revolving Commitments and shall constitute a portion of the Letter of Credit hereunder and subject to and governed by the terms of this AgreementExposure.

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

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

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

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Lenders Bank may reasonably require, during the Commitment Period each Existing Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Underlying Issuer from time to time upon request of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the Maturity Date as CBI may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the aggregate principal amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS thirty million Dollars ($37,500,00030,000,000) (the “LOC "Letter of Credit Committed Amount”), ") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount Letter of Credit Obligations outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditBorrowing Base. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry date of each 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. Each Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit issued hereunder shall be issued to or for the benefit of CBII (or any Person in its capacity as a minimum original face amount creditor of $100,000 CBII) or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect to support, replace or supplement any obligation of each Existing Letter of CreditCBII, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing except for those 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 Agreementset forth in Schedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower Borrowers (or a Subsidiary of the Company in accordance with clause (i) below) from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWENTY MILLION DOLLARS ($37,500,00020,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuanceissuance 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 Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extensionBorrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolver Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 25,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ 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 the terms and conditions hereof and in reliance upon the representations and warranties set forth herein and upon the agreements of the LOC Documentsother Lenders set forth in this Section 2.04, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of the Borrower in Agreed Currencies from time to time upon request from the Amendment Effective Date until the date thirty days prior to latest scheduled Termination Date as any Borrower may request, in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of the LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum Dollar Amount of the aggregate principal amount of outstanding Revolving Loans all Advances plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, Aggregate Commitment and (iii) no Issuing Lender will be required to issue the Dollar Amount of the LOC Obligations in respect of Letters of Credit in an aggregate amount in excess issued by any Issuing Lender shall not at any time exceed the LOC Commitment of such Issuing Lender’s . No Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for issue any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an if (x) the original expiry date of such Letter of Credit is more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters (provided that such Letter of Credit may be contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended annually or periodically from by a specific time period unless such Issuing Lender gives notice to time on the request beneficiary of the Borrower or by operation of the terms of the applicable such Letter of Credit at least a specified time period prior to a the expiry date not more than twelve then in effect) or (12y) months from the date of extension; provided, further, that no such Letter of Credit, as originally issued or as extended, shall have Credit has an expiry date extending beyond the date that is thirty five Business Days before the Termination Date; provided that no Letter of Credit may expire after the Termination Date of any Non-Extending Lender if, after giving effect to such issuance, the aggregate Commitments of the Lenders other than Non- Extending Lenders (30including any replacement Lenders) days prior for the period following such Termination Date would be less than the LOC Obligations. No Issuing Lender shall be under any obligation to issue any Letter of Credit if the Maturity issuance of such Letter of Credit would violate any applicable laws, rules, regulations or orders or any generally applicable policy of such Issuing Lender, including, without limitation, any order, judgment or decree of any government authority or arbitrator that by its terms purports to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Issuing Lender that prohibits, or requests that such Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular or that imposes upon such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Amendment Effective Date, or that imposes upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it. Each Letter of Credit shall be a standby letter of credit and shall comply with the related LOC Documents. If requested by the Issuing Lender, the applicable Borrower also shall submit a letter of credit application on the Issuing Lender's standard form in connection with any request for a Letter of Credit. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit issued hereunder shall the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a minimum original face amount violation of $100,000 or such lesser amount as approved any Sanctions by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of any party to this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

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

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

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

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

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

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

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set out in this Agreement, to issue Financial Letters of the LOC DocumentsCredit, if anyPerformance Letters of Credit, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Documentary Letters of Credit for and Bank Guaranties (collectively with the account Existing Letters of the Borrower Credit, each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the applicable Issuing Lenderdate that is 5 Business Days prior to its respective Commitment Maturity Date upon the request of any Borrower or any Subsidiary; provided, however, provided that (ia) the aggregate principal amount of LOC Obligations each Facility LC shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)be issued in an Agreed Currency, (iib) immediately after each such Facility LC is issued or Modified, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC LC Obligations shall may not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender LC Sublimit, (ivc) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) 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 Commitment not expiring on such Commitment Maturity Date. No Facility LC shall have an initial expiry date later than five years after its issuance. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any event extend the expiry date of such Facility LC more than 12 months beyond the respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.26.13 hereof. On the Closing Date, all Existing Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for automatically, without any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time action on the request part of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Dateany Person, be deemed to have been be Facility LCs issued as Letters of Credit hereunder and outstanding hereunder, and shall be subject to and governed by the terms of this Agreementand conditions hereof.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of creditpurposes, including in connection with workers’ ' compensation and other insurance programs and commercial letters of creditprograms. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Event of Default or Potential Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject During the period from the Closing Date to but not including the date which is five Business Days prior to the Termination Date, subject to the terms and conditions 28 hereof and of the LOC Documents, if any, and any such other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of the Borrower from time to time upon request a Subsidiary as provided herein, in a form acceptable to the applicable Issuing Lender, for the purposes hereinafter set forth; provided, however, that providedthat (i) the aggregate principal amount of LOC Obligations shall not exceed Fifty Million Dollars ($50,000,000) at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “"LOC Committed Amount”"), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Obligations (excluding from the calculation thereof all commercial Letters of Credit prior to acceptance of a draft or creation of a deferred payment obligation relating thereto) plus all other Consolidated Senior Funded Debt of the Borrower and its Subsidiaries (other than Consolidated Senior Funded Debt that is expressly subordinate in right of payment to the Obligations pursuant to terms acceptable to the Administrative Agent) outstanding Revolving Loans plus at any time shall not exceed the Borrowing Base based upon the Borrowing Base Certificate most recently delivered pursuant to Section 6.2(iv), (iii) with regard to the Lenders collectively, the aggregate principal amount of Obligations outstanding LOC Obligations shall not at any time shall not exceed the Aggregate Commitment and (iv) with regard to each Lender individually, such Lender's Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Commitment. Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, issued hereunder shall not have (ivi) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months one year, in the case of standby letters of credit, or more than 210 days, in the case of commercial letters of credit, from the date of issuance; providedissuance or extension, howevernor (ii) an expiry date, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, whether as originally issued or as extendedby extension, shall have an expiry date extending beyond the date that is thirty (30) days five Business Days prior to the Maturity Termination Date, providedthat any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above). Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and hereof, the Letter of Credit Bank has issued the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for described on Exhibit 2.7 hereof (which Letters of Credit shall be deemed issued and outstanding hereunder upon the account effectiveness of this Loan Agreement) and the Borrower Letter of Credit Bank will from time to time upon request issue standby letters of credit and commercial letters of credit from the Closing Date until the Termination Date as the Borrower may request, each to be in a form acceptable to the applicable 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 aggregate principal amount Letter of LOC Obligations Credit Bank shall not at issue any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (Letter of Credit to the “LOC Committed Amount”), (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 Loans, Letter of Credit Obligations would exceed the aggregate principal amount then applicable Maximum Commitment; provided further, the Letter of outstanding LOC Obligations Credit Bank shall not at issue any time exceed standby Letter of Credit to the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required extent that immediately after the issuance of such standby Letter of Credit the Letter of Credit Obligations relating to issue all standby Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitwould exceed $10,000,000; provided further, (iv) all Letters of Credit shall be denominated in Dollars and (v) the Letters of Credit shall be issued solely for any lawful the general corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditthe Borrower. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have an original expiry date a term of more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable one year. No Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Termination 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 Letter of Credit shall be Bank to make a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by payment thereunder after the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Termination Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Lenders having a Revolving Lenders Commitment shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus LOC Obligations plus the aggregate principal amount of Swingline Loans outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Borrowing Base and (B) the aggregate Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to fifth day before the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder other than the Seller Note Letters of Credit shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender250,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall There will be governed by the terms of this Credit Agreement. The Existing no more than five (5) Letters of Credit shalloutstanding at any time, as of excluding the Closing Date, be deemed to have been issued as Seller Note Letters of Credit hereunder and subject to and governed by the terms of this AgreementCredit.

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

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby or commercial Letters of Credit denominated in Dollars for the account of the Borrower Borrowers from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTYTWENTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,00025,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Aggregate Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Exposure shall not at any time exceed the Revolving Committed Amount then in effect, and (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and or commercial letters of credit. Except as otherwise expressly agreed upon in writing by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty five (305) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each 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 applicable Issuing Lender. The Borrower’s Borrowers’ Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. W▇▇▇▇ 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 the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing LenderLender and the Administrative Agent. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Wachovia shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued on or after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Commitment Period each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Revolving Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of the Borrower in Dollars from time to time upon request from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing LenderLender in its reasonable discretion; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TEN MILLION DOLLARS ($37,500,00010,000,000) (the “"LOC Committed Amount”"), (ii) with regard to the Lenders collectively, the Dollar Amount (determined as of the most recent Determination Date) of the Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base and (iii) with regard to each Lender individually, the Dollar Amount (determined as of the most recent Determination Date) of the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations plus Foreign Currency Loans plus Swingline Loans outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of creditAmount. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall (x) have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12y) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit (1) shall comply with the related LOC Documents, (2) may be issued only for the purposes set forth in Section 6.15 hereof and (3) may be issued only in Dollars or any Available Foreign Currency. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower Company from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount Dollar Amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars or a Foreign Currency, (iv) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Revolving Loans that are Foreign Currency Loans, plus outstanding LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency, shall not exceed $25,000,000 and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower Company or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty fifteen (3015) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by acceptable to the applicable Issuing LenderLender and the Administrative Agent. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

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

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

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

Issuance. Subject to (a) Upon the terms and subject to the conditions hereof hereof, the LC Issuer in reliance upon the representations, warranties and covenants of the LOC DocumentsBorrowers contained herein, if any, and any other terms and conditions which agrees to issue letters of credit (the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, “Letters of Credit Credit”) for the account of the Borrower Borrowers in such form as may be requested from time to time upon request in a form acceptable by the Borrowers and agreed to by the applicable Issuing Lender; providedLC Issuer, however, provided that the Maximum Drawing Amount (iafter giving effect to all requested Letters of Credit) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Letter of Credit Sublimit, provided, further that the Total Revolving Committed Amount then in effect, Credit Outstandings (iii) no Issuing Lender will be required after giving effect to issue all requested Revolving Credit Loans and Letters of Credit) shall not at any time exceed the Total Revolving Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender SublimitCommitment, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, provided further that no Letter of Credit shall have an original expiry expiration date more later than twelve five (125) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days Business Days prior to the Maturity Date. Each At least three (3) Business Days prior to the proposed issuance date of any Letter of Credit, the Borrowers shall deliver to the LC Issuer a Letter of Credit Application setting forth the Maximum Drawing Amount of all Letters of Credit (including the requested Letter of Credit), the requested language of the requested Letter of Credit and such other information as the LC Issuer shall comply with require. Each request for the related LOC Documents. The issuance of a Letter of Credit hereunder shall constitute a representation and expiry warranty by the Borrowers that the conditions set forth in Sections 4.1 or 4.2 (as the case may be) have been satisfied as of the date of such request. (b) Effective upon the issuance of each Letter of Credit shall be and without any further action on the part of the LC Issuer or the Lenders in respect thereof, the LC Issuer hereby grants to each Lender, and each Lender hereby acquires from the LC Issuer, a Business Day. Each participating interest in such Letter of Credit issued hereunder shall be in a minimum original face an amount equal to the product of (i) the amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, times (ii) the quotient of (A) such Lender’s Revolving Credit Commitment, divided by (B) the Total Revolving Credit Commitment (the amount so calculated, the “Letter of Credit Participation”), and each Revolving Lender severally agrees that it shall be absolutely liable, without regard to the occurrence of any Default or Event of Default, to the extent of such Lender’s participation obligations in connection therewithpro rata share thereof, shall be governed to reimburse the LC Issuer on demand for the amount of each draft paid by the terms of this Credit Agreement. The Existing Letters LC Issuer under each Letter of Credit shall, as of to the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed extent that such amount is not reimbursed by the terms of this AgreementBorrowers.

Issuance. Subject From time to time from the date of this Agreement until 3 months before the Revolving Facility Maturity Date, at the request of the Borrower to an Issuing Bank given not later than 1:00 P.M. (New York City time) on the fifth Business Day prior the date of the proposed issuance of such Letter of Credit, the Issuing Bank shall, on the issuance date proposed in the Borrower’s notice (which shall be a Business Day) and on the terms and conditions hereof and hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issueLetters of Credit, and the Revolving Lenders Existing Issuing Bank shall participate in, continue any Existing Letters of Credit Credit, for the account of the Borrower from time to time upon request (for its own benefit or for the benefit of any of its Subsidiaries). Each such notice of issuance of a Letter of Credit shall be by telephone, confirmed immediately in a form acceptable to writing, telex, telecopier or e-mail, in each case specifying therein the applicable Issuing Lender; provided, however, that requested (i) the aggregate principal amount date of LOC Obligations such issuance (which shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”be a Business Day), (ii) the sum of the aggregate principal face amount of outstanding Revolving Loans plus the aggregate principal amount such Letter of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectCredit, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess expiration date of such Issuing Lender’s Issuing Lender SublimitLetter of Credit, (iv) all Letters name and address of the beneficiary of such Letter of Credit shall be denominated in Dollars and (v) Letters form of Credit such Letter of Credit, and shall be issued accompanied by such application and agreement for any lawful corporate purposes and letter of credit as such Issuing Bank may be issued as standby letters of credit, including specify to the Borrower for use in connection with workers’ compensation and other insurance programs and commercial letters such requested Letter of creditCredit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no No Letter of Credit shall have will be issued, increased, or extended (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure attributable to the applicable Issuing Bank to exceed such Issuing Bank’s Letter of Credit Commitment, or (B) the aggregate Letter of Credit Exposure to exceed the lesser of (1) $100,000,000 or (2) an original expiry date more amount equal to (x) the Total Commitments less (y) the sum of (I) the aggregate outstanding Advances and Letter of Credit Exposure at such time plus (II) during any Leverage Trigger Period, the amount of any Mandatory Prepayments made during such Leverage Trigger Period in excess of the Mandatory Commitment Reductions; (ii) unless such Letter of Credit has an Expiration Date not later than twelve the earlier of (12A) months from one year after the date of issuanceissuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Revolving Facility Maturity Date; provided(iii) unless the face amount of such Letter of Credit is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, however, so long as which shall contain terms no Default more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or Event of any successor to the ISP; and (vii) unless no Default has occurred and is continuing and subject to the other terms and conditions to or would result from the issuance of Letters such Letter of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of Credit. If the terms of any of the applicable Letter of Credit Documents referred to a date not more than twelve in the foregoing clause (12v) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply conflicts with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND the lesser of (x) 25% of the Committed Amount and (y) FIFTY MILLION DOLLARS ($37,500,00050,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated issued in Dollars or in an Alternative Currency and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) 12 months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) 12 months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days 15 Business Days prior to the Maturity Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is 15 Business Days prior to the Commitment Termination Date provided that the Borrower deposits cash collateral with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement50,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the an Issuing Lenders Lender may reasonably require, during the Commitment Period each such Issuing Lender shall issueissue (in the case of trade Letters of Credit, subject to the Issuing Lender of such respective Letter of Credit and the Applicable Borrower agreeing on Trade Fronting Fees to be payable with respect thereto), and the Revolving Lenders shall participate in, trade or standby Letters of Credit for the account of the Applicable Borrower from time to time upon request by the Administrative Borrower in a form acceptable to the applicable such Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,00040,000,000) (the “LOC Committed Amount”), (ii) the aggregate principal amount of outstanding Revolving Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not exceed $200,000,000 at any time outstanding, (iii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the lesser of (A) the Revolving Committed Amount then in effect, and (iiiB) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimitthe Working Capital Amount, (iv) all Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only and (v) Letters of Credit shall be issued for any lawful corporate purposes of the Applicable Borrower and its Subsidiaries and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to of the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Administrative Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that which is thirty five (305) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender is a Defaulting Lender, no Issuing Lender shall be in a minimum original face amount of $100,000 required to issue, renew, extend or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing amend any Letter of Credit, unless such Issuing Lender has entered into arrangements with one or more Borrowers satisfactory to it and the Administrative Borrower to eliminate such Issuing Lender’s risk with respect to each Revolving Defaulting Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shallissued by such Issuing Lender (which arrangements are hereby consented to by the Lenders), as including by a Borrower cash collateralizing each Defaulting Lender’s Revolving Commitment Percentage of the Closing Date, be deemed LOC Obligations with respect to have been issued as such Letters of Credit hereunder and subject (such arrangements, the “Letter of Credit Back-Stop Arrangements”). Unless otherwise agreed, Deutsche Bank shall be the Issuing Lender on all Letters of Credit issued on or after the Effective Date; provided, however, to and governed the extent Deutsche Bank (or an affiliate therof) shall be unable to provide any Letter of Credit requested by a Borrower, any other Issuing Lender may serve as the terms Issuing Lender for such Letter of this AgreementCredit.

Issuance. Subject to and in accordance with the terms and conditions of the Agreement, Administrative Agent and Lenders agree to incur, from time to time prior to the Commitment Termination Date, upon the request of Borrower and for Borrower's or a Subsidiary Credit Party's account, Letter of Credit Obligations by causing Letters of Credit to be issued by Administrative Agent or Co-Syndication Agents, a Subsidiary, agent or sub-agent thereof (each, an "L/C Issuer") for Borrower's or a Subsidiary Credit Party's account and each Revolving Lender shall, subject to the terms and conditions hereof and of the LOC Documentshereinafter set forth, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time purchase (or be deemed to time upon request have purchased) risk participations in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or more fully described in paragraph (b)(ii) below. Borrower, on behalf of itself and the other Credit Parties, acknowledges and confirms that the L/C Issuers have issued, and that there are outstanding as extendedof the Closing Date, shall have an expiry date extending beyond certain letters of credit under the date that is thirty DIP Credit Agreement (30as defined in the Plan of Reorganization) days prior to as set forth on Schedule 1.2 (the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each "Existing Letter Letters of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement"). The Such Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as be outstanding pursuant to the Agreement, and Borrower, on behalf of itself and the other Credit Parties hereby represents, warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently and irrevocably waives, and releases each L/C Issuer from any, to the extent arising on or prior to the Closing Date) defense, setoff, claim or counterclaim against each L/C Issuer in regard to any obligation in respect of the Existing Letters of Credit hereunder and subject (ii) reaffirms its obligations in respect of the Existing Letters of Credit in accordance with the terms and provisions of the Agreement and the other Credit Loan Documents. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Eight Hundred Million Dollars ($800,000,000) (the "L/C Sublimit"), (ii) the Maximum Amount less the aggregate outstanding principal balance of the Loans and (iii) the Borrowing Base less the aggregate outstanding principal balance of the Loans. No such Letter of Credit shall have an expiry date that is the earlier to and governed occur of (A) more than one year following the date of issuance thereof or (B) more than two (2) Business Days prior to the Stated Maturity Date, unless otherwise determined by the applicable L/C Issuer and Administrative Agent, each in its sole discretion (including with respect to customary evergreen provisions), and neither Administrative Agent nor Lenders 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 does not meet the foregoing criteria. Upon the termination of the BofA L/C Facility, any letters of credit issued by any L/C Issuer which is also a Lender and outstanding under the BofA L/C Facility on such date (the "BofA Letters of Credit"), may, upon the request of Borrower as of such date and at the option of Administrative Agent, be deemed to be outstanding pursuant to the Agreement; so long as (i) Borrower complies with paragraph (f) below as if such BofA Letters of Credit were to be issued on the termination date of the BofA Facility, (ii) the conditions set forth in Section 2.2 are satisfied on the date of and after giving effect to such BofA Letters of Credit as if such BofA Letters of Credit were being issued on the termination date of the BofA L/C Facility and (iii) on the termination date of the BofA L/C Facility, Administrative Agent receives from Borrower a certificate of Borrower, on behalf of itself and the other Credit Parties, dated as of the date of the termination of the BofA L/C Facility certifying such matters as Administrative Agent may request, including that it represents, warrants, agrees, covenants and reaffirms that (A) it has no (and it permanently and irrevocably waives, and releases each L/C Issuer from any, to the extent arising on or prior to such date) defense, setoff, claim or counterclaim against each L/C Issuer in regard to any obligation in respect of the BofA Letters of Credit and (B) reaffirms its obligations in respect of the BofA Letters of Credit in accordance with the terms and provisions of this Agreementthe Agreement and the other Credit Loan Documents.

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

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Borrower or its Subsidiaries under this Credit Agreement), the Commitment Period each Issuing Lender shall issueagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, from time to time upon request to issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderBorrowers or any of their Subsidiaries; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, such LOC Participant’s pro rata share of outstanding Committed Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no such LOC Participant’s Commitment. The Issuing Lender will be required to issue Letters may require the issuance and expiry date of each Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters to be a Business Day. Each Letter of Credit shall be denominated either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in Dollars and (v) Letters respect of Credit shall be issued for the purchase of goods or services by a Borrower or any lawful corporate purposes and may be issued as standby letters of credit, including its Subsidiaries in connection with workers’ compensation and other insurance programs and commercial letters the ordinary course of creditbusiness. Except as otherwise expressly agreed upon by all the Revolving LendersLOC Participants, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) less than 30 days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Each Letter of Credit shall be a Business Day. Each deemed to remain outstanding until it has expired or the original documents evidencing such Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by have been returned to the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, shall be deemed to have been issued as be Letters of Credit hereunder and subject to and governed issued under this Credit Agreement. Notwithstanding the foregoing or any other provision of this Section 2.3(a), if requested by the Borrowers, the Issuing Lender shall issue a Letter of Credit with an expiration date that is up to one (1) year after the Revolving Loan Maturity Date, provided that no later than thirty (30) days prior to the Revolving Loan Maturity Date, the Borrowers provide a cash deposit in the full amount available to be drawn under all Letters of Credit with expiration dates after the Revolving Loan Maturity Date. Any such additional cash collateral shall be held by the Administrative Agent, for the benefit of the Lenders, in the Letter of Credit Collateral Account as defined in, and in accordance with the terms of this Agreementof, Section 2.3(l).

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($37,500,0002,500,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS Swingline Loans PLUS LOC Obligations shall not at any time exceed the lesser of (A) Revolving Committed Amount then in effectand (B) the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender100,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, First Union shall be governed by the terms of this Credit Agreement. The Existing Issuing Lender on all Letters of Credit shall, as of issued after the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to At any time after the terms and conditions hereof and date of the LOC Documentsthis Agreement, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time may issue or incur Indebtedness as follows: (A) subject to time upon request Section 6.03(e), MCC, the Borrower or ▇▇▇▇▇▇ Finance may incur additional unsecured Indebtedness in a form acceptable to the applicable Issuing Lender; provided, however, that one or more public offerings or private placements of notes (i) for which MCC, the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLIONBorrower or ▇▇▇▇▇▇ Finance, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”)as applicable, is directly and primarily liable, (ii) that is issued pursuant to documentation containing terms (including, without limitation, interest, amortization, mandatory prepayments, covenants and events of default) in form and substance satisfactory to the sum Required Lenders, provided that such Indebtedness shall in any event (x) have a final maturity date that shall not be earlier than the date six months after the latest Principal Payment Date (scheduled as of the aggregate principal amount date of outstanding Revolving Loans plus incurrence of such Indebtedness) hereunder, (y) not provide for amortization prior to such final maturity date and (z) not provide for Guarantees from any Subsidiary other than a Subsidiary Guarantor under the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectSecurity and Guarantee Agreement, (iii) no Issuing Lender will be required to issue Letters so long as at the time of Credit in an aggregate amount in excess issuance of such Issuing Lender’s Issuing Lender SublimitIndebtedness and after giving effect thereto and to the application of the proceeds thereof, the Borrower shall be in compliance with Section 6.06 (the determination of such ratios to be calculated on a pro forma basis as if such Indebtedness were incurred, and the proceeds thereof were so applied, in each case, at the beginning of such period, and the Administrative Agent shall have received a certificate of a senior officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance) and (iv) all Letters of Credit shall be denominated in Dollars so long as immediately prior thereto and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all after giving effect to the Revolving Lendersincurrence thereof, no Letter of Credit Default shall have an original expiry occurred and be continuing, and the Administrative Agent shall have received a certificate of a senior officer to such effect; (B) MCC may incur additional unsecured Indebtedness by borrowing funds from ▇▇▇▇▇▇▇ or a Subsidiary of ▇▇▇▇▇▇▇ so long as (i) such Indebtedness is issued pursuant to documentation containing terms (including, without limitation, interest, amortization, mandatory prepayments, covenants and events of default) in form and substance satisfactory to the Administrative Agent, provided that such Indebtedness shall in any event (x) have a final maturity date more that shall not be earlier than twelve the date six months after the latest Principal Payment Date (12) months from scheduled as of the date of issuanceincurrence of such Indebtedness) hereunder, (y) not provide for amortization prior to such final maturity date and (z) not provide for Guarantees from any Restricted Subsidiary, (ii) at the time of issuance of such Indebtedness and after giving effect thereto and to the application of the proceeds thereof, MCC shall be in compliance with Section 6.06 (the determination of such ratios to be calculated on a pro forma basis as if such Indebtedness were incurred, and the proceeds thereof were so applied, in each case, at the beginning of such period, and the Administrative Agent shall have received a certificate of a senior officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance) and (iii) if immediately prior thereto and after giving effect to the incurrence thereof, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of a senior officer to such effect; providedand (C) MCC, howeverthe Borrower or ▇▇▇▇▇▇ Finance may incur additional unsecured subordinated Indebtedness in one or more public offerings or private placements of notes (i) for which MCC or the Borrower is directly and primarily liable, (ii) that is issued pursuant to documentation containing terms (including, without limitation, interest, amortization, mandatory prepayments, covenants and events of default) in form and substance satisfactory to the Required Lenders, provided that such Indebtedness shall in any event (x) have a final maturity date that shall not be earlier than the date six months after the latest Principal Payment Date (scheduled as of the date of incurrence of such Indebtedness) hereunder, (y) not provide for amortization prior to such final maturity date and (z) not provide for Guarantees from any Subsidiary other than a Subsidiary Guarantor under the Security and Guarantee Agreement, (iii) so long as no Default or Event at the time of Default has occurred issuance of such Indebtedness and is continuing after giving effect thereto and subject to the other terms and conditions to application of the issuance of Letters of Credit hereunderproceeds thereof, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in compliance with Section 6.06 (the determination of such ratios to be calculated on a minimum original face amount of $100,000 or pro forma basis as if such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of CreditIndebtedness were incurred, and the proceeds thereof were so applied, in each Revolving Lender’s participation obligations case, at the beginning of such period, and the Administrative Agent shall have received a certificate of a senior officer to such effect setting forth in connection therewithreasonable detail the computations necessary to determine such compliance) and (iv) so long as immediately prior thereto and after giving effect to the incurrence thereof, no Default shall have occurred and be governed by continuing, and the terms Administrative Agent shall have received a certificate of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed a senior officer to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreementsuch effect.

Issuance. (a) [Reserved]. (b) Subject to and upon the terms and conditions hereof herein set forth, the Issuing Lender will, at any time and of from time to time on and after the LOC Documents, if anyClosing Date and prior to the fifth Business Day prior to the Latest Revolving Credit Maturity Date, and any other terms and conditions which upon request by the Issuing Lenders may reasonably requireBorrower in accordance with the provisions of Section 3.02, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit issue for the account of the Borrower from time to time upon request and/or any Restricted Subsidiary one or more irrevocable standby letters of credit, denominated in Dollars, and in a form acceptable to customarily used or otherwise approved by the applicable Issuing LenderLender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”), amend or renew Letters of Credit previously issued by it and honor drafts under the Letters of Credit; providedprovided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, howeverafter giving effect thereto, that the aggregate amount of issued and outstanding Letters of Credit of such Issuing Lender would exceed its respective commitment to issue Letters of Credit as set forth on Schedule 3.01(b). 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 for all purposes under this Agreement and the other Credit Documents. (c) Notwithstanding anything to the contrary 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 aggregate Letter of Credit Exposure of the Lenders with respect to the Letters of Credit at such time, would exceed $20,000,000 (the “L/C Sublimit”) or (B) when added to the sum of (1) the aggregate Letter of Credit Exposure of all Lenders at such time and (2) the aggregate principal amount of LOC Obligations shall not all Revolving Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), such time; (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters No Letter of Credit shall be issued for any lawful corporate purposes that by its terms expires later than the earlier of (A) the fifth Business Day prior to the Latest Revolving Credit Maturity Date and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all (B) the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the that is one year after its date of issuance; provided, however, so long as no Default or Event that a Letter of Default has occurred Credit may, if requested by the Borrower, provide by its terms, and is continuing and subject on terms acceptable to the other 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 103% 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 conditions 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 Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable such Letter of Credit to a date that one or more of the conditions specified in Section 4.01 (if applicable) or 4.02 are not more than twelve then satisfied (12) months from or have not been waived in writing), or that the date issuance of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each such Letter of Credit shall comply with would violate the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms provisions of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this AgreementSection 3.01(c) above.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during prior to the Commitment Period each Termination Date the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE TWO HUNDRED THOUSAND FIFTY MILLION DOLLARS ($37,500,000250,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations Advances Outstanding shall not at any time exceed the Revolving aggregate Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated issued in Dollars Dollars, and (viv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial trade letters of credit. Except for the Existing Letters of Credit or as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on at the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the then current date of extensionexpiry; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty one month prior to the Commitment Termination Date. Furthermore, unless otherwise agreed to by the Issuing Lender, no trade Letter of Credit shall have an expiry date more than 180 days from the date of issuance. Notwithstanding the foregoing, with the consent of the Administrative Agent and the Issuing Lender, Letters of Credit may have an expiry date extending beyond the date that is one month prior to the Commitment Termination Date provided that the Borrower deposits cash collateral (30) 30 days prior to the Maturity Commitment Termination Date) with the Issuing Lender in an amount equal to 103% of the stated and undrawn amount of the Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance date and expiry date of each Letter of Credit shall be a Business Day. Each Letter Except for the Existing Letters of Credit, any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement100,000.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each Issuing Lender shall from time to time upon request issue, in Dollars, and the Revolving Lenders LOC Participants shall participate in, letters of credit (the "Letters of Credit Credit") for the account of the Borrower or any of its Subsidiaries, from time the Closing Date until the date five (5) days prior to time upon request the Maturity Date, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND TWO MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”2,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC DocumentsAmount. The issuance and expiry date of each Letter of Credit shall be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the date five (5) days prior to the Maturity Date. Each Letter of Credit issued hereunder shall be in either (x) a minimum original face amount standby letter of $100,000 credit issued to support the obligations (including pension or such lesser amount as approved by insurance obligations), contingent or otherwise, of the applicable Issuing Lender. The Borrower’s Reimbursement Obligations Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of each Existing Letter the purchase of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed goods or services by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.Borrower or

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by, any Credit Party or its Subsidiaries under this Credit Agreement), the Commitment Period each Issuing Lender shall issuefrom time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Revolving Lenders LOC Participants shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderCredit Parties; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND FORTY MILLION DOLLARS ($37,500,000) (the “LOC Committed Amount”40,000,000), (ii) the sum of the aggregate principal amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the lesser of (A) the Borrowing Base and (B) the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate principal amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount then in effect, (iii) no Amount. The Issuing Lender will be required to issue Letters may require the issuance and expiry date of each Letter of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters to be a Business Day. Each Letter of Credit shall be denominated either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a Credit Party or any of its Subsidiaries, or (y) a commercial letter of credit in Dollars and (v) Letters respect of the purchase of goods or services by a Credit shall be issued for Party or any lawful corporate purposes and may be issued as standby letters of credit, including its Subsidiaries in connection with workers’ compensation and other insurance programs and commercial letters the ordinary course of creditbusiness. Except as otherwise expressly agreed upon by all the Revolving LendersLOC Participants, no Letter of Credit shall have an original expiry date more than twelve (12) months one year from the date of issuance; provided, however, so long as no Default issuance or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND MILLION DOLLARS ($37,500,0005,000,000) (the “"LOC Committed Amount”COMMITTED AMOUNT"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding PLUS Swingline Loans PLUS LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effectAmount, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; providedPROVIDED, howeverHOWEVER, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; providedPROVIDED, furtherFURTHER, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.Any

Issuance. (i) Subject to Section 2.15(a)(v), at the terms and conditions hereof and option of the LOC DocumentsAdministrative Agent, after consultation with the Borrower, the Administrative Agent shall give the Borrower at least 30 days’ (or such shorter period as may be agreed by the Borrower and the Administrative Agent) prior written notice (such notice, an “Exchange Notice”) (A) specifying the proposed date for the exchange and conversion of the Loans into Exchange Notes issued pursuant to the Exchange Indenture (such date, the “Exchange Date”), (B) attaching the form of the Exchange Indenture, (C) providing (i) all information regarding any Lenders that would be required to be included in a registration statement relating to the resale of securities by such Lenders and (ii) in the event that the Exchange Notes will be re-sold in either (x) an offering registered pursuant to the Securities Act, or (y) in an offering pursuant to exemption(s) from registration under the Securities Act, the Lenders’ intended plan of distribution for the Preliminary Offering Documents and (D) specifying whether the Exchange Notes will be (i) re-sold in either (x) an offering registered pursuant to the Securities Act, or (y) in an offering pursuant to exemption(s) from registration under the Securities Act and, if anythe latter, specifying on what exemption(s) from registration under the Securities Act such Lenders will rely or (ii) converted and any other terms and conditions which held by the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing LenderLenders; provided, however, that in the case of either (ix) an offering pursuant to exemption(s) from registration under the aggregate principal amount of LOC Obligations Securities Act or (y) any conversion without an offering, the Borrower shall not at any time exceed THIRTY-SEVEN MILLIONexecute the Registration Rights Agreement. (ii) On the Exchange Date, FIVE HUNDRED THOUSAND DOLLARS the Borrower and the Guarantors will execute and deliver the Exchange Indenture ($37,500,000) or, if the Exchange Notes are to be issued under the Subordinated Notes Indenture, the Borrower and the Guarantors will take such actions as are required under the Subordinated Notes Indenture to issue the Exchange Notes). On the terms and subject to the conditions set forth in this Agreement, each Lender shall receive exchange notes (the “LOC Committed AmountExchange Notes”), (ii) issued pursuant to the sum Exchange Indenture in exchange for all of its Loans then outstanding in a principal amount equal to 100% of the aggregate principal amount of outstanding Revolving such Loans, and such Loans plus shall be deemed converted into the aggregate principal amount Exchange Notes as a result of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, such exchange. (iii) no Issuing Lender will The Borrower agrees that, on or prior to the Exchange Date: (A) the Borrower shall have issued the applicable Exchange Notes pursuant to the Exchange Indenture substantially in the applicable form set forth therein and (B) the Borrower shall have provided to the Administrative Agent a copy of resolutions of the applicable board of directors of the Borrower and the Guarantors approving the execution and delivery of the Exchange Indenture (or, if the Exchange Notes are to be required issued under the Subordinated Notes Indenture, a copy of resolutions of the applicable board of directors of the Borrower and the Guarantors approving the execution and delivery of appropriate documentation pursuant to issue Letters the issuance of Credit the Exchange Notes under the Subordinated Notes Indenture) and, in an aggregate amount in excess the case of the Borrower, the issuance of the applicable Exchange Notes, together with a customary certificate of the secretary of the Borrower or such Issuing Lender’s Issuing Lender Sublimit, Guarantor as to such resolutions. (iv) all Letters Notwithstanding any other provision of Credit this Agreement, it is expressly agreed and acknowledged that (A) each exchange of a Loan for Exchange Notes shall not operate as a novation of the Indebtedness represented by such Loan and (B) the Indebtedness represented by the Exchange Notes shall be denominated in Dollars and deemed to be a conversion of the Loans into the Exchange Notes. (v) Letters Notwithstanding the foregoing provisions of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters this Section 2.15(a), following delivery of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months Exchange Notice from the Lead Arranger, the Borrower may within five business days thereof notify the Lead Arranger that the Board of Directors of the Borrower has resolved that the Borrower has a bona fide business purpose or reason (and shall describe to the Lead Arranger in reasonable detail all material facts underlying such resolution) to delay, without liability of any kind, the conversion of the Loans into Exchange Notes and the related offering and sale of the Exchange Notes for a period or periods (each a “Delay Period”) expiring upon the earlier to occur of (A) the date on which such business purpose or reason ceases or (B) 45 days after the Borrower notifies the Lead Arranger of issuancesuch good faith determination; provided, however, so long as no Default or Event that the Delay Period shall expire 30 days after the Borrower notifies the Lead Arranger of Default has occurred and is continuing and subject such good faith determination if the Lead Arranger shall not consent 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 imposition of the Borrower or by operation of the terms of the applicable Letter of Credit to a date Delay Period. There shall not be more than twelve (45 days of Delay Periods during any 12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement-month period.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders Lender may reasonably require, during the Commitment Period each the Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND THIRTY MILLION DOLLARS ($37,500,00030,000,000) (the “"LOC Committed Amount”"), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations shall not at any time exceed the lesser of the aggregate Revolving Committed Amount then in effectand the Borrowing Base, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (viv) Letters of Credit shall be issued for any the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ ' compensation and other insurance programs programs, and commercial trade letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit (other than the JEDA Letter of Credit which has an original expiry date of fourteen (14) months) shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, and other than the Wachovia JEDA Letter of Credit which by its terms is, and shall continue to be, automatically extended each month as to which no Notice of Non-Extension (as defined in the Wachovia JEDA Reimbursement Agreement) is given until the 5th day of the 13th month following receipt by G&L Industries and the Trustee for the J▇▇▇ ▇▇▇▇▇ of a Notice of Non-Extension from the Issuing Lender thereof (but not to a date later than the "Revolving Commitment Termination Date" as defined therein), the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months (fourteen (14) months for the JEDA Letter of Credit) from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date Revolving Commitment Termination Date except that is thirty (30) days prior to the Maturity DateRevolving Commitment Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Commitment Termination Date if, and to the extent that, unless the Issuing Lender and the Required Lenders shall otherwise object, the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender250,000. The Borrower’s Reimbursement Obligations in respect There will be no more than fifteen (15) Letters of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, Credit outstanding at any time. First Union shall be governed by the terms Issuing Lender on all Letters of this Credit Agreement. The issued after the Closing Date and shall become the Issuing Lender on all Existing Letters of Credit shall, as of on the Closing Date, be deemed to have been issued as date such Letters of Credit hereunder and subject to and governed by are extended or renewed in accordance with the terms of this Agreementhereof and thereof.

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

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

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