Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during and each Lender severally agrees to participate in the Revolving Commitment Period issuance by the Issuing Lender shall issueof, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00015,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date five (5) days prior to the Revolving Termination Date a Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and which would violate any Requirement of Law applicable 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.Issuing

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the any Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of a Credit Party 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 such Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE SIXTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00060,000,000) (the "“LOC Committed Amount") and ”); (ii) the sum with regard to each Lender individually, such Lender’s share of the aggregate amount of outstanding Revolving Loans plus the aggregate amount of and Swingline Loans and LOC Obligations shall not at any time exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date five (5) Business Days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each U.S. Lender and each Multicurrency Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in U.S. Dollars from time to time upon request during the Commitment Period as the Company may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000100,000,000) (the "LOC Committed Amount") and (ii) the sum aggregate Dollar Amount with respect to principal of the aggregate amount of outstanding U.S. Revolving Loans plus the aggregate amount of outstanding Multicurrency Revolving Loans plus outstanding Swingline Loans plus all LOC Obligations shall not at any time exceed the aggregate sum of the U.S. Revolving Committed Amount plus the Multicurrency Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (other than an Existing Letter of Credit) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Credit Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by each Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during the and each Lender having a Revolving Commitment Period severally agrees to participate in the issuance by the Issuing Lender shall issueof, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed (A) the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period of one year or less unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the U.S. Revolving Lenders shall participate in, Letters of Credit for the account of a Credit Party the Company from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount Dollar Amount of LOC Obligations shall not at any time exceed THREE TWO HUNDRED MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($3,500,000U.S.$200,000,000) (the "“LOC Committed Amount") and ”), (ii) the sum aggregate principal Dollar Amount (determined as of the aggregate amount most recent Determination Date) of outstanding Revolving Loans, Swingline Loans plus the aggregate amount of and LOC Obligations shall not at any time exceed the aggregate Aggregate Revolving Committed Amount, (iii) with regard to the U.S. Revolving Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans plus outstanding U.S. Swingline Loans plus LOC Obligations shall not exceed the U.S. Revolving Committed Amount, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (v) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, commercial letters of credit and trade letters of credit. No Except as otherwise expressly agreed upon by all the 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 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 extended, shall have an expiry date extending beyond the Revolving Termination Date, except that date which is five (5) Business Days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditRevolving/TLA 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. In Any Letters of Credit issued hereunder shall be in a minimum original face amount of U.S.$100,000 or such lesser amount as the case Issuing Lender may agree. All Existing Letters of a conflict in Credit shall be deemed to have been issued pursuant hereto, and from and after the terms of Closing Date shall be subject to and governed by the LOC Documents term and this Credit Agreement, the terms of this Credit Agreement shall controlconditions hereof.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as a Borrower may request for the account of a Credit Party from time to time upon request its own account, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the Lenders collectively, the aggregate principal amount of Revolving Obligations outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not plus Swingline Loans outstanding at any time shall not exceed the aggregate such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination Date. Each Letter of Credit shall comply with the related LOC DocumentsDocuments and shall be a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a Borrower. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof of the Credit Agreement and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issueLender, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as ▇▇▇▇ may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of Domestic LOC Obligations outstanding shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Existing Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS thirty million Dollars ($3,500,00030,000,000) (the "LOC “Letter of Credit Committed Amount"”) and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In Notwithstanding anything to the case contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a conflict creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlSchedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing 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 member of the Consolidated Shorewood Group or conflict with any obligation of, during the Revolving Commitment Period or detract from any action which may be taken by, either Borrower or their Subsidiaries under this Agreement), the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request issue, in U.S. dollars, and the U.S. Lenders shall participate in, letters of credit (the "U.S. Letters of Credit") for the account of the U.S. Borrower or any of its Subsidiaries, from the Effective Date until the Revolving Loans Maturity Date, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of U.S. LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS $15,000,000 ($3,500,000) (the "LOC Committed Amount") and U.S.), (ii) the sum of the aggregate amount of U.S. LOC Obligations outstanding plus U.S. Revolving Loans outstanding plus Swing Line Loans outstanding shall not exceed the U.S. Revolving Loan Commitment, (iii) with respect to each individual U.S. Lender (other than NationsBank with respect to Swing Line Loans), the U.S. Lender's pro rata share of outstanding U.S. Revolving Loans plus the aggregate amount its pro rata share of outstanding U.S. LOC Obligations plus its pro rata share of Swing Line Loans, if any, shall not at any time exceed such U.S. Lender's Revolving Loan Commitment Percentage of the aggregate U.S. Revolving Committed AmountLoan Commitment and (iv) the sum of U.S. Revolving Loans outstanding plus Canadian Revolving Loans outstanding plus Swing Line Loans outstanding plus LOC Obligations outstanding plus BA Revolving Obligations outstanding shall not exceed $225,000,000 (U.S.). No The issuance and expiry date of each U.S. Letter of Credit shall be a Business Day. Except as originally issued otherwise expressly agreed upon by all the U.S. Lenders, no U.S. Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended extended, shall have an expiry date extending beyond the Revolving Termination Loans Maturity Date, except that prior to the Revolving Termination Date a . Each U.S. Letter of Credit may shall be either (x) a standby letter of credit issued to support the obligations (including pension or extended with an expiry date extending beyond insurance obligations), contingent or otherwise, of the Revolving Termination Date ifU.S. Borrower or any of its Subsidiaries, and to or (y) a commercial letter of credit in respect of the extent that purchase of goods or services by the U.S. Borrower shall provide cash collateral to or any of its Subsidiaries in the Issuing Lender on the date ordinary course of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Creditbusiness. Each U.S. 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Existing Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS thirty million Dollars ($3,500,00030,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In Notwithstanding anything to the case contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a conflict creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlSchedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing 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 Revolving Commitment Period Credit Parties or their Subsidiaries under this Credit Agreement), the Issuing Lender shall from time to time upon request issue, in Dollars, and the Lenders LOC Participants shall participate in, letters of credit (the "Letters of Credit Credit") for the account of a Credit Party or any of its Subsidiaries, from time to time upon request the Initial Funding Date until the Maturity Date, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE TWENTY FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00025,000,000) (the "LOC Committed Amount") and ), (ii) the sum of the aggregate 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 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In Except as otherwise expressly agreed upon by all the case 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 shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a conflict Credit Party or any of its Subsidiaries, or (y) a commercial letter of credit in respect of 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 issued on behalf of a Foreign Subsidiary must be permitted by the terms of Section 8.6. Each Letter of Credit shall comply with the related LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlDocuments.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during the and each Lender with a Revolving Commitment Period severally agrees to participate in the issuance by the Issuing Lender shall issueof, and the Lenders shall participate in, standby Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00020,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 Closing Date until the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; provided, -------- however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any ------- time exceed THREE TWENTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00025,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In Notwithstanding anything to the case contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a conflict creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlSchedule 3.1 ------------ hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions relating to the Borrower which the Issuing 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 Revolving Commitment Period 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 Lenders Participants shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderBorrower; provided, however, that that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") Amount and (ii) (A) the sum of the aggregate amount of Revolving Loans outstanding LOC Obligations, plus (B) the aggregate amount of LOC Obligations 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 aggregate Revolving Committed Amount. No Amount and (iii) if any Participant shall be a Defaulting Lender at the time of issuance of any Letter of Credit, the amount of such Letter of Credit shall be reduced by the amount of such Participant’s Participation Interest in such Letter of Credit, unless otherwise agreed by the Issuing Lender in its sole discretion. The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be 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. Except as originally issued or otherwise expressly agreed upon by all the Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance nor, as extended or otherwise, shall have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 Borrower shall promptly examine a copy of each Letter of Credit shall be a Business Day. In the case of a conflict and each amendment thereto that is delivered to it and, in the terms event of any claim of noncompliance with the LOC Documents and this Credit AgreementBorrower’s instructions or other irregularity, the terms of this Credit Agreement shall controlBorrower will immediately notify the Issuing Lender.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a Credit Party from time to time upon request any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed FIVE MILLION DOLLARS ($5,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the LOC Committed Amount, (ii) with regard to the Lenders collectively, the sum of the aggregate outstanding principal amount of Revolving Obligations shall not exceed the Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of the sum of the Revolving Loans plus LOC Obligations outstanding plus Swingline Loans outstanding shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 (1) shall comply with the related LOC DocumentsDocuments and (2) may be issued only for the purposes set forth in Section 6.14 hereof. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request of such Letters of Credit in Dollars from the Closing Date until the Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWELVE MILLION FIVE EIGHT HUNDRED THOUSAND DOLLARS ($3,500,00012,800,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of Revolving outstanding Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date (as then in effect), unless (1) such Letter of Credit will expire within one (1) year of the Termination Date, except that prior to the Revolving Termination Date a (2) such Letter of Credit may shall be issued or extended with an expiry date extending beyond fully cash collateralized on and after the Revolving Termination Date ifin accordance with Section 3.3(b)(i)(B), and to the extent that the Borrower shall provide cash collateral to (3) the Issuing Lender on the date of issuance or extension in an amount equal shall have consented to the maximum amount available to be drawn under such Letter of Creditexpiry 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party Bank from time to time upon request of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrowers may request, in a form acceptable to the Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit -------- ------- Obligations outstanding shall not at any time exceed THREE SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0007,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the --------------------------------- aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit ---- Obligations outstanding shall not at any time exceed the aggregate lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the 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 a another Credit Party from time to time upon request as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate -------- amount of LOC Obligations shall not exceed FIVE MILLION DOLLARS ($5,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Revolving Lenders -------------------- collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Commitment. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a Credit Party from time to time upon request any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations -------- shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC --- Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate ---------------- principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, agrees to issue Letters of Credit for the account of a Credit Party from time to time upon request and the Lenders will participate in the issuance by the Issuing Lender from time to time of such Letters of Credit in Dollars from the Closing Date until the Termination Date, all as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall -------- ------- not at any time exceed THREE THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00030,000,000) (the "LOC --- Committed Amount") and (ii) the sum of the aggregate principal amount of ---------------- outstanding Revolving Loans plus the aggregate principal amount of ---- outstanding Swingline Loans plus LOC Obligations outstanding shall not at any time ---- exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of a Credit Party the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) (A) the aggregate amount of all LOC Obligations with respect to Financial Letters of Credit shall not at any time exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) and (B) the aggregate amount of all LOC Obligations (including Performance Letters of Credit and all other Letters of Credit) shall not at any time exceed THREE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000300,000,000) (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") and ”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the aggregate Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(j), in a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No If requested by the Issuing Lender, the Borrower shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit as originally issued or as extended shall have an original expiry date extending beyond more than eighteen (18) months from the Revolving Termination Datedate of issuance; provided, except that prior however, so long as no Default or Event of Default has occurred and is continuing and subject to the Revolving Termination Date a Letter other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be issued extended annually or extended 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 eighteen (18) months from the date of extension; provided, further, that for any Letter of Credit with an expiry date extending beyond the Revolving Termination Date ifMaturity Date, and to the extent that the Borrower shall provide cash collateral to for the benefit of the applicable Issuing Lender on or prior to the date of issuance or extension renewal (or, if applicable, the date the Maturity Date moves inside the date of expiry) in an amount equal as shall be agreed to by the maximum amount available Borrower and the Issuing Lender and pursuant to be drawn under documentation satisfactory to such Letter of CreditIssuing Lender. 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. In Each Letter of Credit issued hereunder shall be in a minimum original face amount of $50,000 or such lesser amount as approved by the Issuing Lender. The Issuing Lender shall be under no obligation to issue any Letter of Credit if (i) any Lender is at such time a Defaulting Lender and the reallocation described in Section 2.21(a)(iv) cannot be completely effected, 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 risk with respect to such Lender’s LOC Obligations, or (ii) in the case of a conflict each of ▇▇▇▇▇ Fargo, Bank of America, N.A. and JPMorgan Chase Bank, N.A., after giving effect to such Letter of Credit, the aggregate LOC Obligations in the terms respect of the LOC Documents all Letters of Credit issued by such Issuing Lender shall exceed $100,000,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and this Credit Agreementeach Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement shall controlAgreement. 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 in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Revolving Lender severally agrees to participate in the Lenders shall participate inissuance by each Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00015,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 DocumentsMaturity Date. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request during the Commitment Period as the Company may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000100,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Credit Loans plus the aggregate amount of Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (other than an Existing Letter of Credit) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a Credit Party from time to time upon request any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed TWO MILLION DOLLARS ($2,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the LOC Committed Amount, (ii) with regard to the Lenders collectively, the aggregate principal amount of Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's pro rata share of outstanding Revolving Loan plus such Lender's pro rata share of LOC Obligations outstanding plus (other than the Swingline Lender) such Lender's pro rata share of Swingline Loans outstanding shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 (1) shall comply with the related LOC DocumentsDocuments and (2) may be issued only for the purposes set forth in Section 6.14 hereof. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (f) and (g) of Sections 5.2); provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00020,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party Bank from time to time upon request of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrowers may request, in a form acceptable to the Issuing LenderBank; providedPROVIDED, howeverHOWEVER, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THREE SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0007,000,000) (the "LOC Committed AmountLETTER OF CREDIT COMMITTED AMOUNT") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount PLUS Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Effective Date until the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") Amount and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of LOC Obligations outstanding plus Swingline Loans shall not at any time exceed the aggregate lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if anythe Issuing L▇▇▇▇▇ agrees to issue, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject each Lender severally agrees to any other terms and conditions which participate in the issuance by the Issuing Lender may reasonably requireof, during the Revolving Commitment Period the Issuing Lender shall issue, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and , (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the LOC Obligations shall not at any time exceed the aggregate Revolving Committed AmountAmount or the Borrowing Base Amount for such date, (iii) the sum of the aggregate principal amount of the outstanding Revolving Loans, plus the aggregate principal amount of the outstanding Bridge Loans, plus the aggregate principal amount of the outstanding Swingline Loans, plus the LOC Obligations shall not exceed the Total Committed Amount and (iv) there may be no more than five (5) Letters of Credit outstanding at any one time. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Effective Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0008,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of PLUS LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request of such Letters of Credit in Dollars from the Closing Date until the Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWELVE MILLION FIVE EIGHT HUNDRED THOUSAND DOLLARS ($3,500,00012,800,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of Revolving outstanding Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date (as then in effect), unless (1) such Letter of Credit will expire within one (1) year of the Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 (2) such Letter of Credit. Each Letter of Credit shall comply be fully cash collateralized on and after the Termination Date in accordance with Section 3.3(b)(i)(B), and (3) the related LOC DocumentsIssuing Lender shall have consented to such expiry date. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Bank severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars and in Available Foreign Currencies from time to time upon request from the Closing Date until the date five (5) Business Days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount Dollar Amount of LOC Obligations outstanding shall not at any time exceed THREE FIFTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00050,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount of the aggregate outstanding principal amount of Foreign Currency Loans plus the Dollar Amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC -------- ------- Obligations outstanding shall not at any time exceed THREE ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0001,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate -------------------- principal amount of outstanding Revolving Loans plus the aggregate amount of LOC Obligations ---- outstanding shall not at any time exceed the aggregate lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 Closing Date until the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THREE TWENTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00025,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In Notwithstanding anything to the case contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a conflict creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlSCHEDULE 3.1 hereto.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify", and each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Revolver Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $375,000,000 and (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolver Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the LOC Documents, if any, letters of credit identified in Schedule II hereto and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit issued for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement 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. In the case "issuance" of a conflict Facility LC (or "issue" or other references to forms of such verb in this context) shall include the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controldeemed issuance provided hereby.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed THREE THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00030,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.Business

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE SEVENTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00075,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00020,000,000) (the "“LOC Committed Amount") and ”); (ii) the sum with regard to each Lender individually, such Lender’s share of the aggregate amount of outstanding Revolving Loans plus the aggregate amount of and Swingline Loans and LOC Obligations shall not at any time exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date five (5) Business Days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the 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 Lenders LOC Participants shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderParty; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "LOC Committed Amount") and ), (ii) the sum of the aggregate 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 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 aggregate Revolving Committed Amount. No The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be either (i) 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 (ii) a commercial letter of credit in respect of the purchase of goods or services by a Credit Party in the ordinary course of business. Except as originally issued 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 extended, shall have an expiry date extending beyond the Revolving Termination Loan Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC DocumentsAgreement, if anyRevolving Credit Agent and Revolving Lenders agree to incur, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable prior to the Issuing Lender; providedCommitment Termination Date, howeverupon the request of Borrower on behalf of Borrower and for Borrower's account, that Letter of Credit Obligations by causing Letters of Credit to be issued by Revolving Credit Agent or an Affiliate thereof (iin such capacity, herein referred to as the "L/C Issuer") the for Borrower's account. The aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum all such Letter of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Credit Obligations shall not at any time exceed the lesser of (i) Twenty-Five Million Dollars ($25,000,000) (the "L/C Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal balance of the Revolving Committed AmountLoan. No such Letter of Credit as originally issued or as extended shall have an expiry date extending beyond that is more than one year following the date of issuance thereof, other than the back to back Letters of Credit issued on the Closing Date, unless otherwise agreed by both Agents, in their sole discretion, and neither Revolving Credit Agent nor Revolving 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 is later than the Commitment Termination Date, except ; provided that prior to the Revolving Termination Date a Letter of Credit may be issued or contain provisions whereby its expiration is automatically extended with for an expiry date extending beyond additional one year period unless the Revolving Termination Date if, and L/C Issuer provides notice to the extent beneficiary thereof 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 will not be so extended; provided further, any such automatic extension of such expiration period shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall never be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreementextended beyond April 2, the terms of this Credit Agreement shall control2009.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the any Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the each Issuing Lender shall agrees to issue, and each Revolving Lender severally agrees to participate in the Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Initial Closing Date until the Letter of Credit Expiration Date as the Borrower may request, in a form acceptable to the such Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE SIXTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00060,000,000) (the "“LOC Committed Amount") and ”); (ii) the sum with regard to each Revolving Lender individually, such Lender’s share of the aggregate amount of outstanding Revolving Committed Loans plus the aggregate amount of and Swingline Loans and LOC Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Revolving Lenders collectively, the aggregate principal amount of outstanding Revolving Committed Loans, Swingline Loans and LOC Obligations shall not exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditExpiration 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of a Credit Party the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of Revolving LOC Obligations shall not at any time exceed THREE ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000100,000,000) (the "“Revolving LOC Committed Amount") and ”), (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 amount of outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter Amount then in effect, (iv) all Revolving Letters of Credit as originally issued shall be denominated in Dollars or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended Foreign Currency, (v) the aggregate principal amount of outstanding Revolving Loans denominated in a Foreign Currency, together with an expiry date extending beyond the Revolving Termination Date if, and outstanding LOC Obligations with respect 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 Letters of Credit denominated in a Foreign Currency, shall comply with not exceed the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.Foreign Currency Sublimit and

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the 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 a Credit Party from time to time upon request any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed TEN MILLION DOLLARS ($10,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date as a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (f) and (g) of Sections 5.2); provided, however, that (i) the aggregate amount of LOC Obligations outstanding -------- ------- shall not at any time exceed THREE TWENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00020,000,000) (the "LOC --- Committed Amount") and (ii) the sum of the aggregate principal amount of ---------------- outstanding Revolving Loans plus the aggregate principal amount of ---- outstanding Competitive Loans plus the aggregate principal amount of ---- outstanding Swingline Loans plus LOC Obligations outstanding shall not at ---- any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. (a) Subject to the terms and conditions hereof and of this Credit Agreement, the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, Co-Agent and the Lenders shall participate inagree to incur, Letters of Credit for the account of a Credit Party from time to time prior to the Termination Date, upon the request in of the Borrowers and for the Borrowers' joint and several accounts, Letter of Credit Obligations by causing standby Letters of Credit to be issued, extended or renewed by GECC, a form Subsidiary of GECC, Fleet or another bank or other legally authorized Person selected by or acceptable to the Issuing LenderCo-Agent in its sole discretion (each, an "L/C ISSUER") for the Borrowers' joint and several accounts; providedPROVIDED, howeverHOWEVER, that that, after giving effect to such request, (i) the aggregate amount of LOC all such Letter of Credit Obligations (including those in respect of the Existing Letters of Credit) shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the lesser of (A) Thirty Million Dollars ($3,500,00030,000,000) and (B) any specific amount approved by the "LOC Committed Amount") Bankruptcy Court solely for Letter of Credit Obligations in the Final Order and (ii) the sum of the aggregate amount Letter of Revolving Credit Obligations (including those in respect of Existing Letters of Credit) and the Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amountleast of (A) the Total Commitment at such time MINUS the Commitment Reserve, (B) the Borrowing Base and (C) the amount approved to be borrowed by way of Loans and Letter of Credit Obligations in the Final Order. (b) In order to effect such undertaking, if the L/C Issuer is not also a Lender, the Co-Agent may guaranty the Borrowers' reimbursement and other obligations to the L/C Issuer with respect to any Letter of Credit. In any event, each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the guaranty or the written consent of the Co-Agent, as more fully described in ss.4.1.2 below. (c) No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on is more than one year following the date of issuance or extension thereof, unless otherwise agreed by the Agents, in an amount equal their sole discretion. The Agents and the Lenders shall be under no obligation to the maximum amount available to be drawn under such Letter of Credit. Each incur Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Obligations in respect of, or to purchase risk participations in, any Letter of Credit shall be a Business Day. In having an expiry date that is later than the case Termination Date unless the Letter of a conflict in Credit is an Existing Letter of Credit or unless otherwise agreed to by the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlAgents.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a another Credit Party from time to time upon request as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed TWENTY MILLION DOLLARS ($20,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate lesser of (A) the Aggregate Revolving Committed AmountAmount or (B) the Borrowing Base, and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed the lesser of (A) such Lender's Revolving Committed Amount or (B) such Lender's Revolving Commitment Percentage of the Borrowing Base. No Letter Letters of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.hereunder

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred occured and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE FIFTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00050,000,000) the (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations plus the aggregate amount of Swing Line Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0005,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during and each Lender severally agrees to participate in the Revolving Commitment Period issuance by the Issuing Lender shall issueof, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Initial Funding Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0005,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period LC 56 Lenders will participate to the extent of their respective Participation Interests in the issuance by the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party Bank from time to time upon request of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the Issuing LenderBank; providedPROVIDED, howeverHOWEVER, that (ia) the aggregate amount Letter of LOC Credit Obligations shall not at any time exceed THREE an amount (the "LETTER OF CREDIT COMMITTED AMOUNT") equal to THIRTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount"35,000,000) and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus PLUS the aggregate amount Letter of LOC Credit Obligations shall not at any time exceed the aggregate lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In The Existing Letters of Credit shall be deemed to have been issued hereunder on the case of a conflict in the terms of the LOC Documents Closing Date, and this Credit Agreement, the terms of this Credit Agreement shall controlno request for issuance thereof need be made.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a another Credit Party from time to time upon request as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed ONE MILLION DOLLARS ($1,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate lesser of the Aggregate Revolving Committed AmountAmount or the Borrowing Base, and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed the lesser of such Lender's Revolving Committed Amount or such Lender's Revolving Commitment Percentage of the Borrowing Base. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the an Issuing 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 the Revolving Commitment Period the or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), an Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request issue (from the Effective Date to the Revolving-A Loan Maturity Date and in a form reasonably acceptable to the such Issuing Lender), in Dollars or any Foreign Currency, 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 amount of LOC Obligations shall not at any time exceed THREE the U.S. Dollar Equivalent of TWO HUNDRED FIFTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 250,000,000), (ii) the sum of the aggregate amount of Revolving LOC Obligations outstanding in Foreign Currency plus the aggregate amount of Revolving-A Loans plus outstanding in Foreign Currency shall not exceed the U.S. Dollar Equivalent of One Hundred Million Dollars ($100,000,000), (iii) the sum of the aggregate amount of LOC Obligations outstanding plus the aggregate amount of Revolving-A Loans outstanding plus Swing Line Loans outstanding shall not at any time exceed the aggregate Revolving-A Committed Amount and (iv) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving-A Loans plus its pro rata share of outstanding LOC Obligations plus (other than NationsBank) its pro rata share of Swing Line Loans outstanding shall not exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving-A Committed Amount. No The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a day other than (i) a Saturday or a Sunday or (ii) any other day on which the letter of credit issuing office of the Issuing Lender is authorized or required by law or executive order to close. Except as originally issued or 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 extended, shall have an expiry date extending beyond the Revolving Termination Revolving-A Loan Maturity Date, except that prior to the Revolving Termination Date a . Each Letter of Credit may shall be either (x) a standby letter of credit issued to support the obligations (including pension or extended with an expiry date extending beyond the Revolving Termination Date ifinsurance obligations), and to the extent that contingent or otherwise, of the Borrower shall provide cash collateral to or any of its Subsidiaries, or (y) a commercial letter of credit in respect of the Issuing Lender on purchase of goods or services by the date Borrower or any of issuance or extension its Subsidiaries in an amount equal to the maximum amount available to be drawn under such Letter ordinary course of Creditbusiness. 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWENTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00025,000,000) (the "LOC Committed Amount") and ), (ii) with regard to the Lenders collectively, the amount of the Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (iii) with regard to each Lender individually, the amount of the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the applicable Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Revolving Lender severally agrees to participate in the Lenders shall participate inissuance by each Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00030,000,000) (the "“LOC Committed Amount"”) and (ii) the ii)the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 DocumentsMaturity Date. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party the U.S. Borrowers from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "LOC Committed Amount") and ), (ii) the sum of the aggregate amount of U.S. Revolving Loans plus the aggregate amount Dollar Equivalent of U.K. Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for 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, and trade letters of credit. No Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit as originally issued or as extended shall have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than twelve (12) months from the date of issuance or extension in an amount equal later than March 21, 2004; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the maximum amount available other terms and conditions to be drawn under such Letter the issuance of Credit. Each Letter Letters of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreementhereunder, the terms of this Credit Agreement shall control.expiry dates of

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing 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 the Revolving Commitment Period the Issuing or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), Lender shall issue, and issue letters of credit (the Lenders shall participate in, Letters of Credit "LETTERS OF CREDIT") for the account of a Credit Party the Borrower or any of its Subsidiaries, from time to time upon request in a form acceptable to the Issuing LenderEffective Date until the Revolving Loan Maturity Date; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS One Million and No/100 Dollars ($3,500,000) (the "LOC Committed Amount") 1,000,000), and (ii) the sum of the aggregate amount of Revolving Loans LOC Obligations outstanding plus the aggregate amount of LOC Obligations Revolving Loan outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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. In Except as otherwise expressly permitted by the case Lender, 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 shall be either (x) a conflict 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 (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the terms ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlDocuments.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request (or have requested in the case of Closing Date Letters of Credit) for its own account or for the account of a another Credit Party from time to time upon request as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed FIVE MILLION DOLLARS ($5,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate principal amount of Obligations under Revolving Loans plus and the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations under Revolving Loans and the LOC Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate in, issuance by the Issuing Lender of Letters of Credit for the account of a Credit Party 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 Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00015,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of PLUS LOC Obligations outstanding PLUS outstanding Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) except as otherwise agreed by the Agent, have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC DocumentsLetter of Credit Applications, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the agreements of the other Lenders with Revolving Commitments set forth in this Section 2.02, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender with a Revolving Commitment severally agrees to participate on the Lenders shall participate interms set forth in this Section 2.02 in the issuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Revolving Loan Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Revolving Committed Amount") Amount at such time and (ii) the sum of the aggregate amount of outstanding Revolving Loans plus the aggregate amount of LOC Credit Facility Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance unless cash collateralized by cash deposits in a manner reasonably satisfactory to the Administrative Agent or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Loan Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 each be a Business Day. In The Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the case of a conflict in Closing Date shall be subject to and governed by the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlconditions hereof.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, Documents and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during and in reliance upon the Revolving Commitment Period representations and warranties set forth herein, the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date or such earlier date as the LOC Commitment shall have been terminated as provided herein as the Borrower may request, in a form acceptable to the Issuing LenderLender in its reasonable determination; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") Amount and (ii) the sum of the aggregate principal amount of Revolving outstanding Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiration date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry expiration date extending beyond the Revolving Termination Date, except that thirty (30) days prior to the Revolving Termination Maturity Date a Letter of Credit may or (z) be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date in a face amount of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Creditless than $250,000.00. Each Letter of Credit shall comply with the its related LOC Documents. The issuance and expiry date expiration dates of each Letter of Credit shall be a Business Day. In the case of a conflict The parties hereto agree that in the terms event of any conflict, variation or inconsistency between any of the provisions hereof and of the LOC Documents and this Credit Agreementany other terms and conditions which the Issuing Lender may reasonably require, then the terms provisions of this Credit Agreement shall control, govern, supersede, and prevail in all respects.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date as a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) of Sections 5.2); provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00030,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0003,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of PLUS LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) unless otherwise agreed by the Agent, have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the 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 a another Credit Party from time to time upon request as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations shall not exceed THIRTY MILLION DOLLARS ($30,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and ), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal expiry date, whether as originally issued or by extension, extending beyond the date five (5) Business Days prior to the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any such other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its own account or for the account of a Credit Party from time to time upon request any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations -------- shall not exceed TWO MILLION DOLLARS ($2,000,000) at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC --- Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate ---------------- principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not outstanding at any time shall not exceed the aggregate Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit as originally issued or as extended hereunder shall not have an original expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on more than one year from the date of issuance or extension in extension, nor an amount equal to expiry date, whether as originally issued or by extension, extending beyond the maximum amount available to be drawn under such Letter of CreditTermination 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Letter of Credit Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issue, and Bank to the Lenders shall participate in, Letters of Credit for the account of a Credit Party 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 the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; provided, however, that (ia) the aggregate amount Letter of LOC Credit Obligations outstanding shall -------- ------- not at any time exceed THREE THIRTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00030,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount Letter of LOC Credit Obligations outstanding shall not at any time exceed the aggregate Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.Business

Issuance. Subject In reliance upon the agreement of the Banks set forth in this Section 2.5 and subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender Bank may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party Bank agrees from time to time upon request to issue Letters of Credit in US Dollars or Available Foreign Currency during the Revolving Credit Loan Commitment Period as the Borrower may request, in a form acceptable to the Issuing LenderBank; provided, however, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed THREE FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00015,000,000) (as such amount may be reduced from time to time in accordance with the provisions hereof, the "LOC Committed Amount") and ), (ii) the sum of the aggregate principal amount of Revolving Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the Aggregate Revolving Credit Commitment, (iii) the aggregate Revolving Committed Amountprincipal amount of Foreign Currency Obligations outstanding shall not at any time exceed the Aggregate Foreign Currency Commitment and (iv) each Bank's Ratable Share of the aggregate principal amount of Foreign Currency Obligations outstanding at any time shall not exceed such Bank's Ratable Share of the Aggregate Foreign Currency Commitment. No Except as otherwise expressly agreed upon by all the Banks, no Letter of Credit shall have an original expiry date more than one year from the date of issuance; provided, further, that no Letter of Credit, as originally issued or as extended extended, shall have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditDate. 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. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of a Credit Party the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) (A) the aggregate amount of all LOC Obligations with respect to Financial Letters of Credit shall not at any time exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) and (B) the aggregate amount of all LOC Obligations (including Performance Letters of Credit and all other Letters of Credit) shall not at any time exceed THREE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000300,000,000) (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") and ”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate amount of outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the aggregate Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(j), in a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No If requested by the Issuing Lender, the Borrower shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit as originally issued or as extended shall have an original expiry date extending beyond more than eighteen (18) months from the Revolving Termination Datedate of issuance; provided, except that prior however, so long as no Default or Event of Default has occurred and is continuing and subject to the Revolving Termination Date a Letter other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be issued extended annually or extended 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 eighteen (18) months from the date of extension; provided, further, that for any Letter of Credit with an expiry date extending beyond the Revolving Termination Date ifMaturity Date, and to the extent that the Borrower shall provide cash collateral to for the benefit of the applicable Issuing Lender on or prior to the date of issuance or extension renewal in an amount equal as shall be agreed to by the maximum amount available Borrower and the Issuing Lender and pursuant to be drawn under documentation satisfactory to such Letter of CreditIssuing Lender. 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. In Each Letter of Credit issued hereunder shall be in a minimum original face amount of $50,000 or such lesser amount as approved by the Issuing Lender. The Issuing Lender shall be under no obligation to issue any Letter of Credit if (i) any Lender is at such time a Defaulting Lender and the reallocation described in Section 2.21(a)(iv) cannot be completely effected, 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 risk with respect to such Lender’s LOC Obligations, or (ii) in the case of a conflict each of ▇▇▇▇▇ Fargo, Bank of America, N.A. and JPMorgan Chase Bank, N.A., after giving effect to such Letter of Credit, the aggregate LOC Obligations in the terms respect of the LOC Documents all Letters of Credit issued by such Issuing Lender shall exceed $100,000,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and this Credit Agreementeach Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement shall controlAgreement. 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 provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate on the Lenders shall participate interms set forth in this Section 2.2 in the issuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0005,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Loans, PLUS the aggregate amount of outstanding LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall each be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during and each Lender severally agrees to participate in the Revolving Commitment Period issuance by the Issuing Lender shall issueof, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0002,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, standby and trade Letters of Credit for the account of a Credit Party 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 Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0005,000,000.00) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Maturity Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of in reliance upon the LOC Documentsrepresentations and warranties set forth herein, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably requireagrees to issue, during and each Lender severally agrees to participate in the Revolving Commitment Period issuance by the Issuing Lender shall issueof, standby and the Lenders shall participate in, trade Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,0002,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline Loans shall not at any time exceed the aggregate lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date thirty (30) days prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving 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 CreditMaturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date dates of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.