Common use of Letter of Credit Subfacility Clause in Contracts

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the The Borrower may request the issuance of standby Letters a Letter of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank Lender may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing BankLender) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Sectionhereof, the Issuing Bank Lender will issue a each such Letter of CreditCredit requested by the Borrower, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days prior to 364 days following the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $500,000, or (y) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments Commitment minus the aggregate principal amount of the Revolving Credit Loans then outstandingoutstanding Revolver Loans. The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsubsection 2.6, the Revolving Credit Lenders Lender and the Borrower hereby agree that the Issuing Bank Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to 364 days following the Revolving Credit Termination DateDate then in effect, and (IIii) renewal of such Letter(s) Letters of Credit, at the Issuing BankLender’s discretion, shall be available upon written request from the Borrower to the Issuing Bank Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing BankLender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing BankLender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Sectionhereof, the Issuing Bank will Lender may issue a Letter or cause to be issued, from time to time, Standby Letter(s) of Credit, not to exceed the face amount of $1,000,000.00 in the aggregate at any one time outstanding. The Maximum RLOC Availability shall be reduced by the face amount of all Standby Letter(s) of Credit issued, unless reflected as an accrued expense or a setoff against cash reserves on Borrower’s financial statements. The sum of all Standby Letter(s) of Credit outstanding plus outstanding balances under the RLOC shall at no time exceed then applicable RLOC Commitment. Lender may issue such Standby Letter(s) of Credit on terms and using such documentation as Lender shall reasonably require in accordance with its customary business practices; provided, however that each Letter (1) Borrower shall pay, upon the issuance of any Standby Letter(s) of Credit, a documentation fee in an amount equal to $120.00; (2) Borrower shall pay a letter of credit fee, payable quarterly in arrears, in an amount equal to the applicable margin shown on Schedule 2.1(a)(ii) hereto, per annum times the aggregate amount of all outstanding Standby Letter(s) of Credit outstanding during the preceding quarter, computed on the basis of actual days elapsed in such year, whether 365 days or 366 days; (3) Borrower shall pay an issuance fee at the normal and customary rates Lender (ior the issuing bank) have a maximum maturity charges for Letters of Credit of the amount and duration requested; and (4) the expiry date of any Standby Letter(s) of Credit issued may not extend beyond the sooner to occur of the date which is twelve (12) months from the issue date of issuance, and (ii) in no event expire later than five (5) Business Days prior thereof or the RLOC Maturity Date. Unless otherwise expressly agreed to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Lender when a Standby Letter of Credit is not later than five (5) Business Days prior to issued, the Revolving Credit Termination Date, and (II) renewal rules of such Letter(s) the “International Standby Practices 1998” published by the Institute of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days International Banking Law & Practice (or such other time period later version thereof as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall may be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce in effect at the time a of issuance) shall apply to each Standby Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing BankCredit.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower The Borrowers may request the issuance of standby Letters a Letter of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Administrative Agent and the applicable Issuing Bank Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the such Issuing Bank Lender may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by such Issuing Lender and the Issuing BankAdministrative Agent) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit (other than the Other Letters of Credit and any replacements thereof) shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.8, the an Issuing Bank Lender will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $30,000,000, or (y) the L/C Sublimit Total Commitments minus the Dollar Equivalent amount of the outstanding principal amount of the Revolver Loans and Swing Line Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate Dollar Equivalent amount of the outstanding principal amount of all Revolver Loans made by a Lender plus such Lender’s Commitment Percentage of the Revolving principal amount of Swing Line Loans and the Letter of Credit Loans Obligations then outstandingoutstanding exceed its Commitment, and provided further that no Alternate Issuing Lender shall have any obligation hereunder to issue a Letter of Credit unless it otherwise consents in its sole discretion (provided that if a Lender elects not to issue a requested letter of credit, it shall promptly after a request therefor notify the Company and the Administrative Agent of such decision). The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Bank Lender or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsubsection 2.8, the Revolving Credit Lenders and the Borrower Borrowers hereby agree that the an Issuing Bank Lender may issue upon the Borrower’s Borrowers’ request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination DateDate then in effect, and (IIii) renewal of such Letter(s) Letters of Credit, at the such Issuing BankLender’s discretion, shall be available upon written request from the Borrower Borrowers to the such Issuing Bank Lender at least thirty (30) days (or such other time period as agreed by the Borrower Borrowers, the Administrative Agent and the such Issuing BankLender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the applicable Issuing BankLender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower The Borrowers may request the issuance of standby Letters a letter of Credit to support obligations credit (each, a "Letter of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent Credit") by delivering to the Issuing Bank a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (Days, or such shorter period as may be agreed to by the Issuing Bank) , in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders applicable Banks set forth in this SectionSection 2.8, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Five Year Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $15,000,000, or (y) the L/C Sublimit Five Year Commitments minus the Dollar Equivalent amount of the outstanding Five Year Loans and Swing Line Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate principal Dollar Equivalent amount of all Five Year Loans made by a Bank plus such Bank's Ratable Share (based on its Five Year Commitment Percentage) of the Revolving amount of Swing Line Loans and Letter of Credit Loans Obligations then outstandingoutstanding exceed its Five Year Commitment. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsubsection 2.8, the Revolving Credit Lenders Five Year Banks and the Borrower Borrowers hereby agree that the Issuing Bank may issue upon the Borrower’s Borrowers' request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Five Year Termination Date, and (IIii) renewal of such Letter(s) Letters of Credit, at the Issuing Bank’s 's discretion, shall be available upon written request from the Borrower Borrowers to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower Borrowers and the Issuing BankAgent) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters letters of Credit credit (each, a “Letter of Credit”) to support obligations of a Subsidiary of the Parent Borrower and its Subsidiaries which finance the working capital and business needs of a Subsidiary of the Parent Borrower and its Subsidiaries by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the such Issuing Bank) in advance of the proposed date of issuance. Each Application application for issuance of a Letter of Credit shall be accompanied by an issuance fee payable based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders Banks set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall have an expiration date no later than the earlier of (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) except as provided in no event expire later than five (5) Business Days prior to subsection 2.5(m), the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments Total Commitment minus the aggregate principal amount of the outstanding Revolving Credit Loans then outstandingand Swing Line Loans at such time. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders Banks and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, Date and (IIii) the renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and Borrower, the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. From time to time during the period from the Closing Date to the thirtieth (a30th) During day preceding the Revolving Credit Commitment PeriodTermination Date for the Revolving Credit Commitment, subject to the further terms and conditions hereof, the Borrower may request that the issuance Bank, in lieu of standby cash advances, issue Letters of Credit under the Revolving Credit Commitment; provided, however, that after giving effect to support obligations the face amount of a Subsidiary such Letter of Credit, the sum of the Parent which finance aggregate outstanding Revolving Loans and the working capital aggregate face amount of all Letters of Credit issued and business needs outstanding shall not exceed the lesser of (A) the Revolving Credit Commitment and (B) the Borrowing Base. The availability of advances under the Revolving Credit Commitment shall be reduced by the aggregate amount to be drawn under each Letter of Credit issued and outstanding plus the aggregate of all unreimbursed drawings under each Letter of Credit. Upon a Subsidiary draw under any Letter of Credit, the Borrower shall immediately reimburse the Bank for such drawing under such Letter of Credit in accordance with the provisions of the Parent by delivering Letter of Credit Documents. If (i) the Borrower shall not have immediately reimbursed the Bank for such drawing under such Letter of Credit, (ii) the Bank must for any reason return or disgorge such reimbursement or (iii) the Borrower is required to make a payment under Section 2.1 hereof and fails to make such payment, then the Issuing Bank a completed Application for letters amount of credit in each unreimbursed drawing under such form Letter of Credit and with such other certificates, documents and information as payment required to be made under Section 2.1 hereof shall automatically be converted into an advance under the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may Revolving Credit Commitment which shall be agreed to by made on the Issuing Bank) in advance of the proposed date of issuancesuch drawing for all purposes of this Agreement. The Borrower’s obligation to reimburse the Bank with respect to each drawing under a Letter of Credit shall be absolute and unconditional. Each Application request for the issuance of a Letter of Credit shall must be accompanied by an issuance fee based upon the Issuing BankBorrower’s standard schedule execution of fees charged for issuing letters all Letter of credit as such may Credit Documents required by the Bank and shall be amended from time to timegoverned by the terms of this Agreement and by the Letter of Credit Documents executed in connection therewith. Subject Notwithstanding anything herein to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Sectioncontrary, the Issuing Bank will issue a Letter of Credit, provided, that each no Letter of Credit shall have an expiry date beyond the earlier to occur of (i) have a maximum maturity of twelve (12) months from the date of issuance, issuance and (ii) in no event expire later than five the business day that is thirty (530) Business Days days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the . Each Letter of Credit Obligations at any one time exceed will be issued in the lesser of (i) Bank’s sole discretion and in a form acceptable to the L/C Sublimit and (ii) Bank. The Borrower shall pay the aggregate Revolving Credit Commitments minus Bank’s standard issuance fee on the aggregate principal face amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any each Letter of Credit hereunder if upon issuance, together with such issuance would conflict withother customary fees, or cause commissions and expenses therefor as shall be required by the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of LawBank. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit This Agreement is not later than five (5) Business Days prior to a pre-advice for the Revolving Credit Termination Date, issuance of a letter of credit and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Banknot irrevocable.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower The Borrowers may request the issuance of standby Letters a Letter of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Administrative Agent and the applicable Issuing Bank Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the such Issuing Bank Lender may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by such Issuing Lender and the Issuing BankAdministrative Agent) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit (other than the Other Letters of Credit and any replacements thereof) shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.8, the an Issuing Bank Lender will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $30,000,000, or (y) the L/C Sublimit Total Commitments minus the Dollar Equivalent amount of the outstanding principal amount of the Revolver Loans and Swing Line Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate Dollar Equivalent amount of the outstanding principal amount of all Revolver Loans made by a Lender plus such Lender’s Commitment Percentage of the principal amount of Swing Line Loans and the Letter of Credit Obligations then outstanding exceed its Revolving Credit Loans then outstandingCommitment, and provided further that no Alternate Issuing Lender shall have any obligation hereunder to issue a Letter of Credit unless it otherwise consents in its sole discretion (provided that if a Lender elects not to issue a requested letter of credit, it shall promptly after a request therefor notify the Company and the Administrative Agent of such decision). The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if (x) any order, judgment or decree of any Governmental Authority or arbiter shall by its terms purport to enjoin or restrain such Issuing Lender from issuing the Letter of Credit or any Law applicable to such Issuing Lender, or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender, shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Lender is not compensated hereunder) not in effect on the Closing Date or shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Lender in good xxxxx xxxxx material to it or (y) the issuance of the Letter of Credit would conflict with, with or cause the such Issuing Bank Lender or any Letter of Credit Participant to exceed, any limits imposed by any one or more policies of such Issuing Lender applicable Requirement to letters of Lawcredit generally. Notwithstanding the provisions of this Sectionsubsection 2.8, the Revolving Credit Lenders and the Borrower Borrowers hereby agree that the an Issuing Bank Lender may issue upon the Borrower’s Borrowers’ request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination DateDate then in effect, and (IIii) renewal of such Letter(s) Letters of Credit, at the such Issuing BankLender’s discretion, shall be available upon written request from the Borrower Borrowers to the such Issuing Bank Lender at least thirty (30) days (or such other time period as agreed by the Borrower Borrowers, the Administrative Agent and the such Issuing BankLender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the applicable Issuing BankLender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

Letter of Credit Subfacility. (a) During Subject to the Revolving Credit Commitment Periodconditions and on the terms hereinafter set forth in this Agreement, and in reliance upon the representations and warranties of the Borrowers contained in Article V, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify Lender agrees (i) from time to time by no later than 12:00 noonon any Business Day, Philadelphia time, at least five (5) Business Days (or such shorter during the period as may be agreed to by from the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject Closing Date to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than day which is five (5) Business Days prior to the Revolving Credit Commitment Termination Date, and provided further, that in no event shall to Issue Letters of Credit for the amount account of the Letter of Credit Obligations Borrowers in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit Issued pursuant hereto, does not exceed the lesser L/C Commitment, and to amend or renew Letters of Credit previously Issued by it, and (iii) to honor drafts under Letters of Credit; provided, that the Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) and after giving effect to such Issuance, (A) the Stated Amount of the requested Letter of Credit exceeds the Revolving Credit Availability, or (B) the L/C Sublimit and (ii) Obligations exceed the aggregate Revolving Credit Commitments minus L/C Commitment. If on any date the aggregate L/C Obligations exceed the L/C Commitment, the Borrowers shall immediately, without further notice or demand by the Lender, prepay the outstanding principal amount of the Revolving Credit Loans then outstandingby an amount equal to the applicable excess. The Issuing Bank shall not at any time be obligated Within the foregoing limits and subject to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionother terms and conditions hereof, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up Borrowers’ ability to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter obtain Letters of Credit shall be subject either to fully revolving, and, accordingly, the Uniform Customs and Practice for Documentary Credits as most recently published by Borrowers may, during the International Chamber of Commerce at the time a Letter foregoing period, obtain Letters of Credit is issued (“UCP”) to replace Letters of Credit which have expired or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankwhich have been drawn upon and reimbursed.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionAgreement, the Issuing Bank will agrees to issue a Letter and extend standby and commercial letters of credit (“Letters of Credit, ”) for the account of Borrower; provided, however, that each (a) no Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the an expiration date of issuance, and (ii) in no event expire that is later than five (5) Business Days prior to the Revolving Credit Line Termination Date, and provided further, that in no event shall ; (b) the amount of the aggregate Letter of Credit Obligations at any one time shall not exceed $600,000, and (c) the sum of the aggregate Letter of Credit Obligations plus the aggregate outstanding principal amount of all outstanding amounts under the Revolving Line shall not exceed the lesser of $1,000,000 and the Borrowing Base. All letters of credit will be issued on terms and conditions acceptable to the Bank and the Borrower will execute and deliver to the Bank any and all additional documents as are usual and customary in connection with the issuance of any Letter of Credit. The Borrower will pay to the Bank non-refundable Letter of Credit fees in amounts and at such times as may be mutually agreed upon by the Bank and the Borrower. Upon issuance of any Letter of Credit, Borrower shall provide to the Bank cash collateral in an amount equal to the face value of such Letter of Credit, which cash collateral shall be deposited and held in account # 40008626092 (i) the “L/C Collateral Account”). If the Bank is required to pay any amount with respect to any Letter of Credit issued for the account of the Borrower, then the Bank shall, and is hereby authorized to, debit the L/C Sublimit and (ii) Collateral Account for the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of draw up to one year each provided that (I) the initial expiration date (or full balance of the L/C Collateral Account and any subsequent expiration date) of each remaining amounts paid on such Letter of Credit is not later than five (5) Business Days prior shall automatically be deemed to be a draw on the Revolving Credit Termination Date, Line and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to all of the terms and conditions hereof. The Borrower hereby agrees to indemnify and hold harmless the Bank from and against any and all losses, liabilities, claims, damages, costs, or expenses of any kind or nature (including consequential damages) that the Bank may incur or that may be claimed against the Bank by reason of or related in any manner to the Uniform Customs Letters of Credit; provided, however, that the Borrower shall not be required to indemnify the Bank from and Practice for Documentary Credits as most recently published against any such losses, liabilities, claims, damages, costs, or expenses to the extent, but only to the extent, that they are caused by the International Chamber of Commerce at the time a failure to honor a draw under a Letter of Credit is issued (“UCP”) that conforms strictly to the requirements of the Letter of Credit, by a failure to perform contractual obligations, or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing willful misconduct or gross negligence of the Bank.

Letter of Credit Subfacility. (a) During As a subfacility under the Revolving Credit Commitment PeriodLine of Credit, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject subject to the terms and conditions hereof of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes reasonably acceptable to Lender (“Letters of Credit”); provided however, (i) that the aggregate Letter of Credit Usage will not at any time exceed $500,000 and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a (ii) Lender shall have determined that there is Availability for any such Letter of Credit, provided, that . The form and substance of each Letter of Credit will be subject to approval by Lender, in its reasonable discretion, and Borrowers shall (i) execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the issuance of any Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that no Letter of Credit will have an expiration date after the Maturity Date. Each Letter of Credit will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a maximum maturity Letter of twelve (12) months Credit will be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior such drawing is paid to the Revolving Credit Termination Datedate such amount is fully repaid by Borrowers, and provided further, at the rate of interest applicable to Advances under the Line of Credit. In such event Borrowers agree that in no event shall Lender may debit any account maintained by any of the Borrowers with Lender for the amount of the any such drawing. “Letter of Credit Obligations at Usage” means, as of any one time exceed date, the lesser sum of (i) the L/C Sublimit aggregate undrawn amount of all outstanding Letters of Credit, and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated outstanding reimbursement obligations with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) Letters of Credit which by its remain unreimbursed or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is which have not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time been paid through a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankdeemed Advance.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionAgreement, the Issuing Bank will agrees to issue a Letter and extend standby and commercial letters of credit (“Letters of Credit, ”) for the account of Borrower; provided, however, that each (a) no Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the an expiration date of issuance, and (ii) in no event expire that is later than five (5) Business Days prior to the Revolving Credit Line Termination Date, and provided further, that in no event shall ; (b) the amount of the aggregate Letter of Credit Obligations at any one time shall not exceed $250,000, and (c) the sum of the aggregate Letter of Credit Obligations plus the aggregate outstanding principal amount of all outstanding amounts under the Revolving Line shall not exceed the lesser of (i) $1,000,000 and the L/C Sublimit Borrowing base. All letters of credit will be issued on terms and (ii) conditions acceptable to the Bank and the Borrower will execute and deliver to the Bank any and all additional documents as are usual and customary in connection with the issuance of any Letter of Credit. The Borrower will pay to the Bank non-refundable Letter of Credit fees based upon the aggregate Revolving Credit Commitments minus the aggregate principal outstanding face amount of Letters of Credit quarterly in arrears, calculated at a per annum rate equal to the interest rate specified in the Revolving Credit Loans then outstandingLine Note. The Issuing On the Revolving Line Termination Date, or upon any demand by the Bank during the continuance of any Event of Default, the Borrower shall not at provide to the Bank cash collateral in an amount equal to the then-existing exposure under Letters of Credit. If the Bank is required to pay any time be obligated amount with respect to issue any Letter of Credit hereunder if issued for the account of the Borrower, then such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant amount shall automatically be deemed to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, be a draw on the Revolving Credit Lenders Line and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to all of the terms and conditions hereof. The Borrower hereby agrees to indemnify and hold harmless the Bank from and against any and all losses, liabilities, claims, damages, costs, or expenses of any kind or nature (including consequential damages) that the Bank may incur or that may be claimed against the Bank by reason of or related in any manner to the Uniform Customs Letters of Credit; provided, however, that the Borrower shall not be required to indemnify the Bank from and Practice for Documentary Credits as most recently published against any such losses, liabilities, claims, damages, costs, or expenses to the extent, but only to the extent, that they are caused by the International Chamber of Commerce at the time a failure to honor a draw under a Letter of Credit is issued (“UCP”) that conforms strictly to the requirements of the Letter of Credit, by a failure to perform contractual obligations, or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing willful misconduct or gross negligence of the Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters letters of Credit credit (each, a “Letter of Credit”) to support obligations of a Subsidiary of the Parent Borrower and its Subsidiaries which finance the working capital and business needs of a Subsidiary of the Parent Borrower and its Subsidiaries by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and 30 information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the such Issuing Bank) in advance of the proposed date of issuance. Each Application application for issuance of a Letter of Credit shall be accompanied by an issuance fee payable based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders Banks set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall have an expiration date no later than the earlier of (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) except as provided in no event expire later than five (5) Business Days prior to subsection 2.5(m), the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments Total Commitment minus the aggregate principal amount of the outstanding Revolving Credit Loans then outstandingand Swing Line Loans at such time. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders Banks and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, Date and (IIii) the renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and Borrower, the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent Borrower and its Subsidiaries which finance the working capital and business needs of a Subsidiary of the Parent Borrower and its Subsidiaries by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall (x) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (iA) the L/C Sublimit and (iiB) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans and Swing Line Loans then outstanding and (y) the sum of (I) the principal amount of the Revolving Credit Loans made by any Revolving Credit Lender then outstanding and (II) such Lender’s Revolving Credit Commitment Percentage of (A) all Letter of Credit Obligations then outstanding and (B) the principal amount of all Swing Line Loans then outstanding, exceed such Lender’s Revolving Credit Commitment at such time. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent Borrower and the other Loan Parties which finance the working capital and business needs of a Subsidiary of the Parent Borrower and the other Loan Parties by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timeU. Issuance. Subject to the terms and conditions hereof and in reliance on the agreements of the LOC Documents, if any, and any other Revolving Credit Lenders set forth in this Section, terms and conditions which the Issuing Bank will issue Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a Letter of Credit, form acceptable to the Issuing Lender; provided, however, that each (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (i) have a maximum maturity of 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 (ii) in no event expire later than five (5) Business Days prior is continuing and subject to the Revolving other terms and conditions to the issuance of Letters of Credit Termination Datehereunder, and provided the expiry dates of Letters of Credit (other than the Existing Letters of Credit) may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretionas originally issued or as extended, shall be available upon written request from have an expiry date extending beyond the Borrower to the Issuing Bank at least date that is thirty (30) days (or such other time period as agreed by prior to the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise requiredRevolving Commitment Termination Date. Each standby Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be subject either a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Notwithstanding any term in this Credit Agreement or in the LOC Documents to the Uniform Customs and Practice for Documentary Credits as most recently published by contrary, the International Chamber of Commerce at the time a Letter Existing Letters of Credit is issued (“UCP”) shall not be renewed or extended beyond the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by applicable expiration dates in effect on the Issuing BankClosing Date.

Letter of Credit Subfacility. (a) During Issuance. From the Closing Date until the Revolving Credit Commitment PeriodLoan Maturity Date, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) have a maximum maturity the aggregate amount of twelve (12) months from Letter of Credit Obligations shall not exceed the date Letter of issuanceCredit Commitment at any time, and (ii) in no event expire later than five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Loans, Swing Line Advances and Letter of Credit hereunder if such issuance would conflict with, Obligations shall not exceed the lesser of the Borrowing Base or cause the Issuing Bank or aggregate Revolving Commitments in effect at any time. No Letter of Credit Participant to exceedshall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionhowever, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Credit Lenders and Loan Maturity Date if, at the time of such issuance or renewal, the Borrower hereby agree that deposits into the Issuing Bank may issue upon L/C Cash Collateral Account an amount equal to the Borrower’s request, one or more Letter(s) face amount of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit. Each Letter of Credit is not later than five (5) Business Days shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower date to the Issuing Bank at least thirty (30) days (any correspondent bank or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise requiredinstitution. Each standby Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be subject either to a Business Day. On the Uniform Customs date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and Practice described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”))all purposes, as determined of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Issuing BankExisting L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject to the terms and conditions hereof and of this Agreement (including Section 8.3), Borrower or any Co-Borrower may request from time to time during the period from the Closing Date through the day prior to the Letter of Credit Expiration Date that the Issuing Lender, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.4, issue Letters of Credit for the account of Borrower or the relevant Co-Borrower, and the Issuing Bank will Lender agrees to issue a Letter for the account of CreditBorrower or the relevant Co-Borrower one or more Letters of Credit denominated in Dollars and to amend Letters of Credit previously issued by it in accordance with subsection (b) below, provided, provided that each (i) Borrower or the relevant Co-Borrower shall not request that the Issuing Lender issue any Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of if, after giving effect to such issuance, the aggregate outstanding principal evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letter of Credit Usage plus the Swing Line Outstandings exceeds the Revolving Commitment, (ii) Borrower or the relevant Co-Borrower shall not request that the Issuing Lender issue any Letter of Credit if Borrower and the Co-Borrowers would not be in no event expire later than five compliance with Sections 6.7 and 6.8, (5iii) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to Lender issue any Letter of Credit hereunder if such issuance would conflict withhaving an expiration date after the Maturity Date, (iv) Borrower or cause the Issuing Bank or relevant Co-Borrower shall not request any Letter of Credit Participant if, after giving effect to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsuch issuance, the Revolving Letter of Credit Lenders and Usage would exceed $200,000,000 or any limit established by Law after the Borrower hereby agree that Closing Date on the Issuing Bank may Lender's ability to issue upon the Borrower’s request, one or more Letter(s) requested Letter of Credit which at any time, and (v) prior to the issuance of any Letter of Credit the Issuing Lender shall request confirmation by its or their terms may be extended for additional periods of up to one year each provided telephone from the Administrative Agent that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to may be issued. Notwithstanding the Revolving Credit Termination Dateforegoing, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, Lender shall not be available upon written request from the Borrower obligated to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time issue a Letter of Credit is issued if, (“UCP”A) on or prior to the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Issuing BankLender in writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such Letter of Credit, (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it, (C) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender, or (D) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date.

Letter of Credit Subfacility. (a) During As a subfacility under the Revolving Credit Commitment PeriodLine of Credit, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject subject to the terms and conditions hereof of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes acceptable to Lender (“Letters of Credit”); provided however, (i) that the aggregate Letter of Credit Usage will not at any time exceed $2,000,000 and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a (ii) Lender shall have determined that there is Availability for any such Letter of Credit, provided, that . The form and substance of each Letter of Credit will be subject to approval by Lender, in its sole discretion, and Borrowers shall (i) execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the issuance of any Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that no Letter of Credit will have an expiration date after the Maturity Date. Each Letter of Credit will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a maximum maturity Letter of twelve (12) months Credit will be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior such drawing is paid to the Revolving Credit Termination Datedate such amount is fully repaid by Borrowers, and provided further, at the rate of interest applicable to Advances under the Line of Credit. In such event Borrowers agree that in no event shall Lender may debit any account maintained by any of the Borrowers with Lender for the amount of the any such drawing. “Letter of Credit Obligations at Usage” means, as of any one time exceed date, the lesser sum of (i) the L/C Sublimit aggregate undrawn amount of all outstanding Letters of Credit, and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated outstanding reimbursement obligations with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) Letters of Credit which by its remain unreimbursed or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is which have not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time been paid through a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankdeemed Advance.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower The Borrowers may request the issuance of standby Letters a Letter of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Administrative Agent and the applicable Issuing Bank Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the such Issuing Bank Lender may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by such Issuing Lender and the Issuing BankAdministrative Agent) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit (other than the Other Letters of Credit and any replacements thereof) shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.8, the an Issuing Bank Lender will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $20,000,000, or (y) the L/C Sublimit Total Commitments minus the Dollar Equivalent amount of the outstanding Revolver Loans and Swing Line Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate principal Dollar Equivalent amount of all Revolver Loans made by a Lender plus such Lender’s Commitment Percentage of the Revolving amount of Swing Line Loans and Letter of Credit Loans Obligations then outstandingoutstanding exceed its Commitment, and provided further that no Alternate Issuing Lender shall have any obligation hereunder to issue a Letter of Credit unless it otherwise consents in its sole discretion (provided that if a Lender elects not to issue a requested letter of credit, it shall promptly after a request therefor notify the Company and the Administrative Agent of such decision). The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Bank Lender or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsubsection 2.8, the Revolving Credit Lenders and the Borrower Borrowers hereby agree that the an Issuing Bank Lender may issue upon the Borrower’s Borrowers’ request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination DateDate then in effect, and (IIii) renewal of such Letter(s) Letters of Credit, at the such Issuing BankLender’s discretion, shall be available upon written request from the Borrower Borrowers to the such Issuing Bank Lender at least thirty (30) days (or such other time period as agreed by the Borrower Borrowers, the Administrative Agent and the such Issuing BankLender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the applicable Issuing BankLender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the The Borrower may request the issuance of standby Letters a letter of Credit to support obligations credit (each, a "Letter of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent Credit") by delivering to the Issuing Bank a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (Days, or such shorter period as may be agreed to by the Issuing Bank) , in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders Banks set forth in this SectionSection 2.8, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $5,000,000, or (y) the L/C Sublimit and Commitments minus the Dollar Equivalent amount of the outstanding Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate principal Dollar Equivalent amount of all Loans made by a Bank plus such Bank's share (based on its Commitment Percentage) of the Revolving amount of Loans and Letter of Credit Loans Obligations then outstandingoutstanding exceed its Commitment. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this SectionSection 2.8, the Revolving Credit Lenders Banks and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s 's request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (IIii) renewal of such Letter(s) Letters of Credit, at the Issuing Bank’s 's discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing BankAgent) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During As a subfacility under the Revolving Credit Commitment PeriodLine of Credit, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject subject to the terms and conditions hereof of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue documentary and/or standby letters of credit for the account of Borrower for general business purposes reasonably acceptable to Lender ("Letters of Credit"); provided however, (i) that the aggregate Letter of Credit Usage will not at any time exceed $700,000 and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a (ii) Lender shall have determined that there is Availability for any such Letter of Credit, provided, that . The form and substance of each Letter of Credit will be subject to approval by Lender, in its sole discretion, and Borrower shall (i) execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the issuance of any Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by Borrower; provided that no Letter of Credit will have an expiration date after the Maturity Date. Each Letter of Credit will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a maximum maturity Letter of twelve (12) months Credit will be deemed an Advance under the Line of Credit and will be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrower will immediately pay to Lender the full amount drawn, together with interest on such amount from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior such drawing is paid to the Revolving Credit Termination Datedate such amount is fully repaid by Borrower, and provided further, at the rate of interest applicable to Advances under the Line of Credit. In such event Borrower agrees that in no event shall Lender may debit any account maintained by Borrower with Lender for the amount of the any such drawing. “Letter of Credit Obligations at Usage” means, as of any one time exceed date, the lesser sum of (i) the L/C Sublimit aggregate undrawn amount of all outstanding Letters of Credit, and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated outstanding reimbursement obligations with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) Letters of Credit which by its remain unreimbursed or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is which have not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time been paid through a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankdeemed Advance.

Letter of Credit Subfacility. (a) During Concurrently with the Revolving Credit Commitment Period, the Borrower may request the issuance effectiveness of standby Letters of Credit to support obligations of a Subsidiary this Agreement each of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter Existing Letters of Credit shall be accompanied by an issuance fee based upon deemed issued and outstanding hereunder, and each of the Issuing Bank’s standard schedule Lenders having a share in the Revolving Commitment shall be deemed to have purchased a participation, in accordance with its Pro Rata Share of fees charged for issuing letters the Revolving Commitment, in the Existing Letters of credit as such may be amended from time to timeCredit. Subject to the terms and conditions hereof and of this Agreement (including Section 8.3), Borrower or any Co-Borrower may request from time to time during the period from the Closing Date through the day prior to the Letter of Credit Expiration Date that the Issuing Lenders, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.4, issue Letters of Credit in Dollars or in one or more Alternative Currencies for the account of Borrower or the relevant Co-Borrower, and each Issuing Bank will Lender agrees to issue a Letter for the account of CreditBorrower or the relevant Co-Borrower one or more Letters of Credit in Dollars or in one or more Alternative Currencies and to amend Letters of Credit previously issued by it in accordance with clause (b) below, provided, provided that each (i) Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of if, after giving effect to such issuance, the aggregate outstanding principal amount of Committed Advances and Competitive Advances plus the Letter of Credit Usage plus the Swing Line Outstandings exceeds the Revolving Commitment, (ii) in no event expire later than five (5) Business Days prior to shall any Issuing Lender issue any Letter of Credit having an expiration date after the Revolving Credit Termination Maturity Date, and provided further(iii) Borrower or the relevant Co-Borrower W02-WEST:LAR\400019853.8 shall not request any Letter of Credit if, that in no event shall the amount of after giving effect to such issuance, the Letter of Credit Obligations Usage would exceed $250,000,000 or any limit established by Law after the Closing Date on the relevant Issuing Lender's ability to issue the requested Letter of Credit at any one time exceed time, and (iv) prior to the lesser issuance of any Letter of Credit the relevant Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the Administrative Agent to that effect. Letters of Credit may be denominated in Dollars or in an Alternative Currency as requested by Borrower (the currency shall be deemed to be Dollars unless specifically requested by Borrower), provided that in respect of any Letter of Credit issued in an Alternative Currency, (i) the L/C Sublimit Administrative Agent shall be entitled to xxxx to market the exposure associated with such Letters of Credit at such time intervals, and using such methods, as the Administrative Agent may determine in its discretion, and (ii) all fees payable in respect of such Letters of Credit shall continue to be payable in Dollars. Notwithstanding the aggregate Revolving Credit Commitments minus foregoing, the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if if, (A) on or prior to the Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Administrative Agent or the Issuing Lenders in writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such issuance would conflict withLetter of Credit, (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lenders from issuing such Letter of Credit, or cause any Law applicable to the Issuing Bank Lenders or any Letter request or directive (whether or not having the force of Credit Participant to exceedlaw) from any Governmental Agency with jurisdiction over the Issuing Lenders shall prohibit, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree or request that the Issuing Bank may issue upon Lenders refrain from, the Borrower’s request, one issuance of letters of credit generally or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at in particular or shall impose upon the Issuing Bank’s discretion, shall be available upon written request from the Borrower Lenders with respect to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lenders are not otherwise compensated hereunder) not in effect on the Closing Date, or shall be subject either impose upon the Issuing Lenders any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the relevant Issuing Lender in good xxxxx xxxxx material to it, (C) the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber issuance of Commerce at the time a such Letter of Credit is issued would violate one or more policies of the relevant Issuing Lender, (“UCP”D) the relevant Issuing Lender does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency, or (E) the International Standby Practices (ISP98 International Chamber expiry date of Commerce Publication Number 590 (“ISP98”))such requested Letter of Credit would occur after the Letter of Credit Expiration Date, as determined by unless all of the Issuing BankLenders have approved such expiry date.

Letter of Credit Subfacility. (a) During Subject to the Revolving Credit Commitment Periodconditions and on the terms hereinafter set forth in this Agreement, and in reliance upon the representations and warranties of the Borrower contained in Article III, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify Lender agrees (i) from time to time by no later than 12:00 noonon any Business Day, Philadelphia time, at least five (5) Business Days (or such shorter during the period as may be agreed to by from the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject Closing Date to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than day which is five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall to issue Letters of Credit for the amount account of the Letter of Credit Obligations Borrower in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the lesser of (i) the L/C Sublimit Commitment, and to amend or renew Letters of Credit previously issued by it, and (ii) to honor drafts under Letters of Credit; provided, that the Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the "Issuance Date") and after giving effect to such Issuance (A) the aggregate outstanding Revolving Credit Commitments minus Loans exceed the aggregate Revolving Credit Commitment, or (B) the outstanding L/C Obligations exceeds the L/C Commitment. If on any date the outstanding L/C Obligations of L/C Obligations exceeds the L/C Commitment, the Borrower shall immediately, without further notice or demand by the Lender, prepay the outstanding principal amount of the Revolving Credit Loans then outstandingby an amount equal to the applicable excess. The Issuing Bank shall not at any time be obligated Within the foregoing limits, and subject to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionother terms and conditions hereof, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up 's ability to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter obtain Letters of Credit shall be subject either to fully revolving, and, accordingly, the Uniform Customs and Practice for Documentary Credits as most recently published by Borrower may, during the International Chamber of Commerce at the time a Letter foregoing period, obtain Letters of Credit is issued (“UCP”) to replace Letters of Credit which have expired or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankwhich have been drawn upon and reimbursed.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the The Borrower may request that the issuance Bank, in lieu of cash advances, issue standby letters of credit (individually, a "Letter of Credit" and collectively the "Letters of Credit"). Any Letter of Credit issued under the Line of Credit can be issued for up to one year and may have automatic renewal features. However, at no time may any Letter of Credit have an expiration date later than one (1) year after the Expiration Date (the “Final LC Expiration Date”). The availability of advances under the Line of Credit shall be reduced by the face amount of each Letter of Credit issued and outstanding (whether or not drawn). For purposes of this Agreement, the “face amount” of any Letter of Credit shall include any automatic increases in face amount under the terms of such Letter of Credit, whether or not any such increase in face amount has become effective. Each payment by the Bank under a Letter of Credit shall in the Bank's discretion constitute an advance of principal under the Line of Credit and shall be evidenced by the Line of Credit Note. The Letters of Credit shall be governed by the terms of this Agreement and by one or more reimbursement agreements, in form and content satisfactory to support obligations of a Subsidiary the Bank, executed by the Borrower in favor of the Parent which finance Bank, including that certain Reimbursement Agreement for Standby Letter(s) of Credit dated January 1, 2011, executed by the working capital and business needs of a Subsidiary Borrower in favor of the Parent by delivering to Bank (collectively, the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance"Reimbursement Agreement"). Each Application request for the issuance of a Letter of Credit shall must be accompanied by the Borrower's execution of an application on the Bank's standard forms (each, an "Application"), together with all supporting documentation. Each Letter of Credit will be issued in the Bank's sole discretion and in a form acceptable to the Bank. The Borrower shall pay the Bank's standard issuance fee based on the face amount of each Letter of Credit upon issuance, together with such other customary fees, commissions and expenses therefor as shall be required by the Issuing Bank’s standard schedule . Notwithstanding anything herein to the contrary, the Existing Letter of fees charged for issuing letters Credit (as hereinafter defined) shall be deemed to have been issued pursuant hereto as a “Letter of credit as such may be amended from time Credit” hereunder and subject to time. Subject to and governed by the terms and conditions hereof of this Agreement and in reliance on the agreements of the other Revolving Credit Lenders set forth in this SectionReimbursement Agreement. For purposes hereof, the Issuing Bank will issue a “Existing Letter of Credit, provided, ” shall mean that each certain standby Letter of Credit Number 0020255400000 issued by the Bank for the account of the Borrower with a stated amount of $43,520,000.00 for the benefit of Zurich Amer. Ins. Co. (including any renewals, extensions, modifications or replacements thereof. This Agreement is not a pre-advice for the issuance of a letter of credit and is not irrevocable. In addition, the Borrower shall pay to the Bank a fee (ithe “Letter of Credit Commission”), calculated daily (on the basis of a year of 360 days), on the amount available to be drawn at such time under all Letters of Credit issued under the Loan (including any amounts drawn thereunder and not reimbursed, regardless of the existence or satisfaction of any conditions or limitations on drawing) have each day at a maximum maturity rate of twelve (12) months from the date of issuance, and (ii) in no event expire later than seventy-five (575) Business Days prior to basis points (0.75%) per annum. The Letter of Credit Commission shall be payable quarterly on the Revolving Credit Termination first day of each quarter and on the Final LC Expiration Date. Notwithstanding the foregoing, after the occurrence and provided furtherduring the continuance of an Event of Default, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict withCommission, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretionas calculated above, shall be available upon written request from the Borrower to the Issuing Bank at least thirty increased by (30200) days basis points (or such other time period as agreed by the Borrower and the Issuing Bank2%) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankper annum.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent Borrower and the other Loan Parties which finance the working capital and business needs of a Subsidiary of the Parent Borrower and the other Loan Parties by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. A copy of the Issuing Bank’s standard schedule of fees as of the Closing Date has been provided to the Borrower. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior to the Revolving Credit Termination Date, and provided further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser least of (i) the L/C Sublimit and Sublimit, (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding and (iii) the Borrowing Base as of the last Borrowing Base Certificate delivered to the Administrative Agent minus the principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timeIssuance. Subject to the terms and conditions hereof and in reliance on the agreements of the LOC Documents, if any, and any other Revolving Credit Lenders set forth in this Section, terms and conditions which the Issuing Bank will issue Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit for the account of the Borrower from time to time upon request in a Letter of Credit, form acceptable to the Issuing Lender; provided, however, that each (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (i) have a maximum maturity of 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 (ii) in no event expire later than five (5) Business Days prior is continuing and subject to the Revolving other terms and conditions to the issuance of Letters of Credit Termination Datehereunder, and provided the expiry dates of Letters of Credit (other than the Existing Letters of Credit) may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that in no event shall the amount of the Letter of Credit Obligations at any one time exceed the lesser of (i) the L/C Sublimit and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretionas originally issued or as extended, shall be available upon written request from have an expiry date extending beyond the Borrower to the Issuing Bank at least date that is thirty (30) days (or such other time period as agreed by prior to the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise requiredRevolving Commitment Termination Date. Each standby Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be subject either a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000. The Borrower’s reimbursement obligations in respect of each Existing Letter of Credit, and each Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. Notwithstanding any term in this Credit Agreement or in the LOC Documents to the Uniform Customs and Practice for Documentary Credits as most recently published by contrary, the International Chamber of Commerce at the time a Letter Existing Letters of Credit is issued (“UCP”) shall not be renewed or extended beyond the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by applicable expiration dates in effect on the Issuing BankClosing Date.

Letter of Credit Subfacility. (a) During the Revolving Credit Commitment Period, the Borrower The Borrowers may request the issuance of standby Letters a Letter of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon10:00 a.m., Philadelphia time, at least five (5) Business Days (Days, or such shorter period as may be agreed to by the Issuing Bank) , in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to timedenominated in Dollars. Subject to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders applicable Banks set forth in this SectionSection 2.8, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (iA) have a maximum maturity of twelve (12) months from the date of issuance, and (iiB) in no event expire later than five (5) Business Days Day prior to the Revolving Credit Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (ix) $20,000,000, or (y) the L/C Sublimit Total Commitments minus the Dollar Equivalent amount of the outstanding Revolver Loans and Swing Line Loans or (ii) the aggregate Revolving Credit Commitments minus sum of the aggregate principal Dollar Equivalent amount of all Revolver Loans made by a Bank plus such Bank’s Ratable Share (based on its Commitment Percentage) of the Revolving amount of Swing Line Loans and Letter of Credit Loans Obligations then outstandingoutstanding exceed its Commitment. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Sectionsubsection 2.8, the Revolving Credit Lenders Banks and the Borrower Borrowers hereby agree that the Issuing Bank may issue upon the Borrower’s Borrowers’ request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (Ii) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination DateDate then in effect, and (IIii) renewal of such Letter(s) Letters of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower Borrowers to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower Borrowers and the Issuing BankAgent) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During Subject to the Revolving Credit Commitment Periodconditions and on the terms hereinafter set forth in this Agreement, and in reliance upon the representations and warranties of the Loan Parties contained in Article V, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify Lender agrees (i) from time to time by no later than 12:00 noonon any Business Day, Philadelphia time, at least five (5) Business Days (or such shorter during the period as may be agreed to by from the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject Closing Date to the terms and conditions hereof and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a Letter of Credit, provided, that each Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of issuance, and (ii) in no event expire later than day which is five (5) Business Days prior to the Revolving Credit Termination Expiration Date, and provided further, that in no event shall the amount of the Letter to issue Letters of Credit Obligations in U.S. Dollars for the account of Borrower or another Loan Party in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the lesser L/C Commitment, and to amend or renew Letters of Credit previously issued by it, and (iii) to honor drafts under Letters of Credit; provided, that the Issuing Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) (A) the Total Credit Availability is less than zero, or (B) the L/C Sublimit and (ii) Obligations exceed the aggregate Revolving Credit Commitments minus L/C Commitment. If on any date the aggregate L/C Obligations exceed the L/C Commitment, the Borrower shall immediately, without further notice or demand by the Issuing Lender, prepay the outstanding principal amount of the Revolving Credit Loans then outstandingby an amount equal to the applicable excess. The Issuing Bank shall not at any time be obligated Within the foregoing limits, and subject to issue any Letter of Credit hereunder if such issuance would conflict withthe other terms and conditions hereof, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up ability to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter obtain Letters of Credit shall be subject either to fully revolving, and, accordingly, the Uniform Customs and Practice for Documentary Credits as most recently published by Borrower may, during the International Chamber of Commerce at the time a Letter foregoing period, obtain Letters of Credit is issued (“UCPto replace Letters of Credit which have expired or which have been drawn upon and reimbursed.”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bank.

Letter of Credit Subfacility. (a) During As a subfacility under the Revolving Credit Commitment PeriodLine of Credit, the Borrower may request the issuance of standby Letters of Credit to support obligations of a Subsidiary of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter of Credit shall be accompanied by an issuance fee based upon the Issuing Bank’s standard schedule of fees charged for issuing letters of credit as such may be amended from time to time. Subject subject to the terms and conditions hereof of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes reasonably acceptable to Lender ("Letters of Credit"); provided however, (i) that the aggregate Letter of Credit Usage will not at any time exceed $1,000,000 and in reliance on the agreements of the other Revolving Credit Lenders set forth in this Section, the Issuing Bank will issue a (ii) Lender shall have determined that there is Availability for any such Letter of Credit, provided, that . The form and substance of each Letter of Credit will be subject to approval by Lender, in its reasonable discretion, and Borrowers shall (i) execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the issuance of any Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that no Letter of Credit will have an expiration date after the Maturity Date. Each Letter of Credit will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a maximum maturity Letter of twelve (12) months Credit will be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date of issuance, and (ii) in no event expire later than five (5) Business Days prior such drawing is paid to the Revolving Credit Termination Datedate such amount is fully repaid by Borrowers, and provided further, at the rate of interest applicable to Advances under the Line of Credit. In such event Borrowers agree that in no event shall Lender may debit any account maintained by any of the Borrowers with Lender for the amount of the any such drawing. "Letter of Credit Obligations at Usage" means, as of any one time exceed date, the lesser sum of (i) the L/C Sublimit aggregate undrawn amount of all outstanding Letters of Credit, and (ii) the aggregate Revolving Credit Commitments minus the aggregate principal amount of the Revolving Credit Loans then outstanding. The Issuing Bank shall not at any time be obligated outstanding reimbursement obligations with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Letter of Credit Participant to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree that the Issuing Bank may issue upon the Borrower’s request, one or more Letter(s) Letters of Credit which by its remain unreimbursed or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is which have not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from the Borrower to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time been paid through a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Issuing Bankdeemed Advance.

Letter of Credit Subfacility. (a) During Concurrently with the Revolving Credit Commitment Period, the Borrower may request the issuance effectiveness of standby Letters of Credit to support obligations of a Subsidiary this Agreement each of the Parent which finance the working capital and business needs of a Subsidiary of the Parent by delivering to the Issuing Bank a completed Application for letters of credit in such form and with such other certificates, documents and information as the Issuing Bank may specify from time to time by no later than 12:00 noon, Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Issuing Bank) in advance of the proposed date of issuance. Each Application for issuance of a Letter Existing Letters of Credit shall be accompanied by an issuance fee based upon deemed issued and outstanding hereunder, and each of the Issuing Bank’s standard schedule Lenders having a share in the Revolving Commitment shall be deemed to have purchased a participation, in accordance with its Pro Rata Share of fees charged for issuing letters the Revolving Commitment, in the Existing Letters of credit as such may Credit. Concurrently with the effectiveness of the Mandalay Acquisition, each of the Mandalay Letters of Credit shall be amended from time deemed issued and outstanding hereunder, and each of the Lenders having a share in the Revolving Commitment shall be deemed to timehave purchased a participation, in accordance with its Pro Rata Share of the Revolving Commitment, in the Mandalay Letters of Credit. Subject to the terms and conditions hereof and of this Agreement (including Section 8.3), Borrower or any Co-Borrower may request from time to time during the period from the Closing Date through the day prior to the Letter of Credit Expiration Date that the Issuing Lenders, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in this SectionSection 2.4, issue Letters of Credit for the account of Borrower or the relevant Co-Borrower, and each Issuing Bank will Lender agrees to issue a Letter for the account of CreditBorrower or the relevant Co-Borrower one or more Letters of Credit denominated in Dollars and to amend Letters of Credit previously issued by it in accordance with clause (b) below, provided, provided that each (i) Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit shall (i) have a maximum maturity of twelve (12) months from the date of if, after giving effect to such issuance, the aggregate outstanding principal evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letter of Credit Usage plus the Swing Line Outstandings exceeds the Revolving Commitment, (ii) in no event expire later than five (5) Business Days prior to shall any Issuing Lender issue any Letter of Credit having an expiration date after the Revolving Credit Termination Maturity Date, and provided further(iii) Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, that in no event shall the amount of after giving effect to such issuance, the Letter of Credit Obligations Usage would exceed $250,000,000 or any limit established by Law after the Closing Date on the relevant Issuing Lender's ability to issue the requested Letter of Credit at any one time exceed the lesser of (i) the L/C Sublimit time, and (iiiv) prior to the aggregate Revolving issuance of any Letter of Credit Commitments minus the aggregate principal amount relevant Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the Revolving Credit Loans then outstandingAdministrative Agent to that effect. The Notwithstanding the foregoing, the Issuing Bank Lenders shall not at any time be obligated to issue any Letter of Credit hereunder if if, (A) on or prior to the Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Administrative Agent or the Issuing Lenders in writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such issuance would conflict withLetter of Credit, (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lenders from issuing such Letter of Credit, or cause any Law applicable to the Issuing Bank Lenders or any Letter request or directive (whether or not having the force of Credit Participant to exceedlaw) from any Governmental Agency with jurisdiction over the Issuing Lenders shall prohibit, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this Section, the Revolving Credit Lenders and the Borrower hereby agree or request that the Issuing Bank may issue upon Lenders refrain from, the Borrower’s request, one issuance of letters of credit generally or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than five (5) Business Days prior to the Revolving Credit Termination Date, and (II) renewal of such Letter(s) of Credit, at in particular or shall impose upon the Issuing Bank’s discretion, shall be available upon written request from the Borrower Lenders with respect to the Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the Issuing Bank) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lenders are not otherwise compensated hereunder) not in effect on the date hereof, or shall be subject either impose upon the Issuing Lenders any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the relevant Issuing Lender in good xxxxx xxxxx material to it, (C) the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber issuance of Commerce at the time a such Letter of Credit is issued would violate one or more policies of the relevant Issuing Lender, or (“UCP”D) or the International Standby Practices (ISP98 International Chamber expiry date of Commerce Publication Number 590 (“ISP98”))such requested Letter of Credit would occur after the Letter of Credit Expiration Date, as determined by unless all of the Issuing BankLenders have approved such expiry date.