Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuing

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the each Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the such Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the such Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN SIXTY MILLION DOLLARS ($15,000,00060,000,000) (the "“LOC COMMITTED AMOUNT") and Committed Amount”); (ii) the sum with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days Business Days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the U.S. LOC Documents, if any, and any other terms and conditions which the U.S. Issuing Lender may reasonably require, and in reliance upon the representations agreements of Airgas and warranties U.S. Revolving Lenders set forth herein, the U.S. Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade issue U.S. Letters of Credit for the account of Airgas or its Subsidiaries in U.S. Dollars from time to time or in one or more Foreign Currencies from the Closing Date until the date five (5) days prior to the Maturity Date Date, as the Borrower Airgas may request, in a form acceptable to the U.S. Issuing Lender; PROVIDEDand subject to the terms and conditions hereof, HOWEVERthe U.S. Revolving Lenders severally agree to participate in U.S. Letters of Credit issued for the account of Airgas or its Subsidiaries and any drawings thereunder; provided, however, that (i) the U.S. LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "U.S. LOC COMMITTED AMOUNT") Sublimit and (ii) the sum of the aggregate outstanding principal amount of outstanding U.S. Revolving Loans PLUS plus the aggregate principal amount of outstanding U.S. Swingline Loans plus the aggregate U.S. LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the U.S. Revolving Committed Amount. No U.S. Letter of Credit shall (x) subject to Section 2.2(b)(iv), have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) issuance, or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. Each U.S. Letter of Credit shall comply with the related U.S. LOC Documents. The issuance date of each U.S. Letter of Credit shall be a Business Day. The U.S. Issuing Lender shall not be required under any obligation to issue any U.S. Letter of Credit which would violate any Requirement of Law applicable to the Issuingif:

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinin this Agreement, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, issue standby and trade Letters of Credit denominated in Dollars for the account of the Borrower (or the joint account of the Borrower and one or more of its Subsidiaries or other Persons in which the Borrower (directly or indirectly) owns any Capital Stock) (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from the Closing Date until and including the date five (5) days of this Agreement and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and its LC Issuer’s LC Limit, (ii) the sum aggregate Dollar Amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans all Borrowing Base Debt shall not at any time exceed the Revolving Committed AmountBorrowing Base determined as of the most recent Inventory Valuation Date. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five (5) days fifth Business Day prior to the Maturity Facility Termination Date. The Issuing Lender shall not ; provided, however, that the expiry date of a Facility LC may be required up to issue any Letter of Credit which would violate any Requirement of Law applicable one (1) year later than the fifth Business Day prior to the IssuingFacility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l).

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinprovided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of a Credit Party from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,000,0003,500,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate amount of LOC Obligations PLUS Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date five (5) days Revolving Termination Date, except that prior to the Maturity Date. The Issuing Lender shall not be required to issue any Revolving Termination Date a Letter of Credit which would violate any Requirement of Law applicable may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the Issuingextent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Existing Lenders will participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the date five (5) days prior to the Maturity Date as the Borrower CBI may request, in each case in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVERhowever, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS thirty million Dollars ($15,000,00030,000,000) (the "LOC COMMITTED AMOUNTLetter of Credit Committed Amount") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC plus Letter of Credit Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the Issuingcontrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, the Borrower or its Subsidiaries under this Credit Agreement), the Issuing Lender agrees, in reliance upon the representations and warranties agreements of the other Lenders set forth hereinin this Section 2.3, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time upon request, in its reasonable discretion, to issue (from the Closing Date until the date five (5) to thirty days prior to the Maturity Date as the Borrower may request, and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the Participants shall participate in, Letters of Credit for the account of the Borrower; PROVIDEDprovided, HOWEVERhowever, that that, after giving effect to the issuance (or drawdown or extension) of any Letter of Credit, (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the LOC Committed Amount and (ii) (A) the sum of the aggregate amount of outstanding LOC Obligations, plus (B) the aggregate amount of the Dollar Equivalent of Revolving Loans outstanding, plus (C) the aggregate amount of Competitive Bid Loans outstanding, plus (D) the aggregate amount of Swing Line Loans outstanding shall not exceed the Revolving Committed Amount. No Amount and (iii) if any Participant shall be a Defaulting Lender at the time of issuance of any Letter of Credit, the amount of such Letter of Credit shall be reduced by the amount of such Participant’s Participation Interest in such Letter of Credit, unless otherwise agreed by the Issuing Lender in its sole discretion. The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be a standby letter of credit issued to support the obligations (x) including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. Except as otherwise expressly agreed upon by all the Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically nor, as extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extendedotherwise, shall have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate shall comply with the related LOC Documents. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any Requirement claim of Law applicable to noncompliance with the IssuingBorrower’s instructions or other irregularity, the Borrower will immediately notify the Issuing Lender.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the U.S. Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Company from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate Dollar Amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TWO HUNDRED MILLION U.S. DOLLARS ($15,000,000U.S.$200,000,000) (the "“LOC COMMITTED AMOUNT") and Committed Amount”), (ii) the sum aggregate principal Dollar Amount (determined as of the aggregate most recent Determination Date) of outstanding principal amount of Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Aggregate Revolving Committed Amount, (iii) with regard to the U.S. Revolving Lenders collectively, the aggregate principal Dollar Amount (determined as of the most recent Determination Date) of the outstanding U.S. Revolving Loans plus outstanding U.S. Swingline Loans plus LOC Obligations shall not exceed the U.S. Revolving Committed Amount, (iv) all Letters of Credit shall be denominated in U.S. Dollars and (v) Letters of Credit shall be issued for lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs, commercial letters of credit and trade letters of credit. No Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance (provided that any such of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Company or by operation of the terms of the applicable Letter of Credit may contain customary "evergreen" provisions pursuant to which a date not more than twelve (12) months from the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such extension; provided, further, that no Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) Credit, as originally issued or as extended, shall have an expiry date extending beyond the date which is five (5) days Business Days prior to the Revolving/TLA Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry date of Law applicable each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of U.S.$100,000 or such lesser amount as the Issuing Lender may agree. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the IssuingClosing Date shall be subject to and governed by the term and conditions hereof.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVER-------- however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any ------- time exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the "Letter of Credit Committed Amount") and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the Issuingcontrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1 ------------ hereto.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each U.S. Lender and each Multicurrency Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in U.S. Dollars from time to time from during the Closing Date until the date five (5) days prior to the Maturity Date Commitment Period as the Borrower Company may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN ONE HUNDRED MILLION DOLLARS ($15,000,000100,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the aggregate Dollar Amount with respect to principal of outstanding U.S. Revolving Loans plus outstanding Multicurrency Revolving Loans plus outstanding Swingline Loans plus all LOC Obligations shall not exceed the sum of the aggregate outstanding principal amount of U.S. Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed Committed Amount plus the Multicurrency Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such other than an Existing Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effectCredit) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Revolving Credit Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any member of the Consolidated Shorewood Group or conflict with any obligation of, or detract from any action which may be taken by, either Borrower or their Subsidiaries under this Agreement), the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue, in U.S. dollars, and the U.S. Lenders shall participate in, letters of credit (the "U.S. Letters of Credit") for the account of the U.S. Borrower or any of its Subsidiaries, from the Closing Effective Date until the date five (5) days prior to the Revolving Loans Maturity Date as the Borrower may requestDate, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of U.S. LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS $15,000,000 ($15,000,000) (the "LOC COMMITTED AMOUNT") and U.S.), (ii) the sum of the aggregate outstanding principal amount of U.S. LOC Obligations outstanding plus U.S. Revolving Loans PLUS outstanding plus Swing Line Loans outstanding shall not exceed the U.S. Revolving Loan Commitment, (iii) with respect to each individual U.S. Lender (other than NationsBank with respect to Swing Line Loans), the U.S. Lender's pro rata share of outstanding U.S. Revolving Loans plus its pro rata share of outstanding U.S. LOC Obligations PLUS Swingline Loans plus its pro rata share of Swing Line Loans, if any, shall not at any time exceed such U.S. Lender's Revolving Loan Commitment Percentage of the U.S. Revolving Committed AmountLoan Commitment and (iv) the sum of U.S. Revolving Loans outstanding plus Canadian Revolving Loans outstanding plus Swing Line Loans outstanding plus LOC Obligations outstanding plus BA Revolving Obligations outstanding shall not exceed $225,000,000 (U.S.). No The issuance and expiry date of each U.S. Letter of Credit shall (x) be a Business Day. Except as otherwise expressly agreed upon by all the U.S. Lenders, no U.S. Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date five (5) days prior to the Revolving Loans Maturity Date. The Issuing Lender shall not be required to issue any Each U.S. Letter of Credit which would violate shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the U.S. Borrower or any Requirement of Law applicable to its Subsidiaries, or (y) a commercial letter of credit in respect of the Issuingpurchase of goods or services by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business. Each U.S. Letter of Credit shall comply with the related LOC Documents.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by the Credit Parties or their Subsidiaries under this Credit Agreement), the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue, in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of a Credit Party or any of its Subsidiaries, from the Closing Initial Funding Date until the date five (5) days prior to the Maturity Date as the Borrower may requestDate, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY FIVE MILLION DOLLARS ($15,000,00025,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) the sum of the aggregate outstanding principal amount of LOC Obligations outstanding plus Revolving Loans PLUS outstanding plus Swing Line Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus its pro rata share of outstanding LOC Obligations PLUS Swingline plus its (other than the Swing Line Lender) pro rata share of outstanding Swing Line Loans shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount. No The issuance and expiry date of each Letter of Credit shall (x) be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender Each Letter of Credit shall not be required either (x) a standby letter of credit issued to issue support the obligations (including pension or insurance obligations), contingent or otherwise, of a Credit Party or any of its Subsidiaries, or (y) a commercial letter of credit in respect of the purchase of goods or services by a Credit Party or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit which would violate any Requirement issued on behalf of Law applicable to a Foreign Subsidiary must be permitted by the Issuingterms of Section 8.6. Each Letter of Credit shall comply with the related LOC Documents.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the a Borrower may requestrequest for its own account, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY-FIVE MILLION DOLLARS ($15,000,00025,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of the sum of Revolving Loans plus LOC Obligations plus Swingline Loans outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents and shall be a standby letter of Law applicable credit issued to support the Issuingobligations (including pension or insurance obligations), contingent or otherwise, of a Borrower. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. (i) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender with a Revolving Commitment severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "“LOC COMMITTED AMOUNT"Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (f) and (g) of Sections 5.2); PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "“LOC COMMITTED AMOUNT"Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus outstanding Swingline Loans plus outstanding LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers' compensation and other insurance programs. No Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance; provided, however, up to $1,000,000 of Letters of Credit may have an original expiry date up to five (5) years after issuance (provided that so long as any such Letter of Credit may contain customary "evergreen" provisions pursuant extending beyond the Maturity Date shall be cash collateralized by the date that is seven (7) Business Days prior to which the Maturity Date or shall be terminated by the Company prior to the Maturity Date. So long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry date is automatically dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by a specific time period unless operation of the Issuing Lender gives notice to terms of the beneficiary of such applicable Letter of Credit at least to a specified time period prior to date not more than twelve (12) months from the expiry date then in effect) or (y) of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date five that is thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry date of Law applicable to each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount approved by the IssuingIssuing Lender.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinprovided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,000,00012,500,000) the (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate amount of LOC Obligations PLUS Swingline plus the aggregate amount of Commercial Paper Obligations plus the aggregate amount of Swing Line Loans shall not at any time exceed the Aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date five (5) days Revolving Termination Date, except that prior to the Maturity Date. The Issuing Lender shall not be required to issue any Revolving Termination Date a Letter of Credit which would violate any Requirement of Law applicable may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the Issuingextent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify", and each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Revolver Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $375,000,000 and (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolver Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in reliance upon Schedule II hereto and issued for the representations and warranties set forth herein, account of the Issuing Lender agrees Borrower shall be deemed to issuebe Facility LCs issued pursuant to this Agreement, and each Lender severally agrees to participate any reference in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior this Agreement to the Maturity Date as the Borrower may request, in "issuance" of a form acceptable Facility LC (or "issue" or other references to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary forms of such Letter of Credit at least a specified time period prior to verb in this context) shall include the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuingdeemed issuance provided hereby.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations -------- LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to issue, issue Letters of Credit from time to time and each Lender severally agrees to the Lenders will participate in the issuance by the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date Termination Date, all as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall -------- ------- not at any time exceed FIFTEEN THIRTY MILLION DOLLARS ($15,000,00030,000,000) (the "LOC COMMITTED AMOUNT--- Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of ---------------- outstanding Revolving Loans PLUS plus the aggregate principal amount of ---- outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time ---- exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the Letter of Credit Applications, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties agreements of the other Lenders with Revolving Commitments set forth hereinin this Section 2.02, the Issuing Lender agrees to issue, and each Lender with a Revolving Commitment severally agrees to participate on the terms set forth in this Section 2.02 in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Revolving Loan Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") Revolving Committed Amount at such time and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Credit Facility Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended unless cash collateralized by cash deposits in a specific time period unless the Issuing Lender gives notice manner reasonably satisfactory to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) Administrative Agent or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Revolving Loan Termination Date. The Issuing Lender shall not be required to issue any issuance date of each Letter of Credit which would violate any Requirement shall each be a Business Day. The Existing Letter of Law applicable Credit shall be deemed to have been issued pursuant hereto, and from and after the IssuingClosing Date shall be subject to and governed by the terms and conditions hereof.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinLOC Documents, the Issuing Lender agrees to issueif any, and each any other terms and conditions which the Lender severally agrees may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to participate in the issuance be given by the Issuing Lender any Credit Party or conflict with any obligation of, standby and trade Letters or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), Lender shall issue letters of Credit in Dollars from time to time credit (the "LETTERS OF CREDIT") for the account of the Borrower or any of its Subsidiaries, from the Closing Effective Date until the date five (5) days prior to the Revolving Loan Maturity Date as the Borrower may requestDate; provided, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS One Million and No/100 Dollars ($15,000,000) (the "LOC COMMITTED AMOUNT") 1,000,000), and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding plus the Revolving Loan outstanding shall not at any time exceed the Revolving Committed Amount. No The issuance and expiry date of each Letter of Credit shall (x) be a Business Day. Except as otherwise expressly permitted by the Lender, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date five (5) days prior to the Revolving Loan Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any Requirement of Law applicable to its Subsidiaries, or (y) a commercial letter of credit in respect of the Issuingpurchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from during the Closing Date until the date five (5) days prior to the Maturity Date Commitment Period as the Borrower Company may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN ONE HUNDRED MILLION DOLLARS ($15,000,000100,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Credit Loans PLUS plus Swingline Loans plus LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such other than an Existing Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effectCredit) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinin this Agreement, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, issue standby and trade documentary letters of credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit in Dollars (“Modify,” and each such action a “Modification”) from time to time from the Closing Second Restatement Date until the date five (5) days prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of a Borrower; provided that immediately after any Letter of Credit is issued or Modified, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding Aggregate Outstanding Credit Exposure shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and Aggregate Commitment, (ii) the sum of LC Exposure shall not exceed $100,000,000 and (iii) the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Multicurrency Loans, Swingline Loans Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not at any time exceed the Revolving Committed Amount$100,000,000. No Letter of Credit shall have an expiry date after the earlier of (x) have an original expiry five Business Days prior to the scheduled Facility Termination Date (unless such Letter of Credit is cash collateralized, on terms satisfactory to the applicable Issuer) and (y) the date more than that is one year from after the date of issuance thereof (provided that any such Letter of Credit with a one-year tenor may contain customary "evergreen" provisions pursuant provide for the renewal thereof for additional one-year periods not to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending extend beyond the date five (5) days Business Days prior to the Maturity scheduled Facility Termination Date. The Issuing Lender shall not be required to issue any ) (or if such Letter of Credit which would violate any Requirement of Law applicable is cash collateralized, on terms satisfactory to the Issuingapplicable Issuer, the date one year after such date).

Issuance. Subject to Upon the terms execution of this Agreement, and conditions hereof as long as no Default or Event of Default has occurred and in reliance upon the representations and warranties set forth hereinis continuing, the Issuing Lender Bank, either directly or through a Bank Affiliate, hereby agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender ofextend, standby and trade amend or renew Letters of Credit in Dollars or Letter of Credit Guaranties from time to time from after the Closing Date until the date five (5) days prior Revolving Credit Termination Date, either directly or through a Bank Affiliate, for the account of Borrower; provided, however, that the amount of each requested Letter of Credit or Letter of Credit Guaranty, when added to the Maturity Date as aggregate amount of all Revolving Loans, all Credits Outstanding and all unpaid Reimbursement Obligations and other payments, deposits, guaranties or indemnifications deemed to be Revolving Loans under Section 2.1.1. hereof, does not exceed the Borrower may requestlesser of the Borrowing Base or the Revolving Credit Commitment Amount in effect from time to time and provided, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVERfurther, that the aggregate amount of Credits Outstanding and unpaid Reimbursement Obligations (iafter taking into account the amount of the requested Letter of Credit or Letter of Credit Guaranty) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWO MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($15,000,000) (2,700,000.00). Notwithstanding the "LOC COMMITTED AMOUNT") and (ii) foregoing, the sum issuance of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No each Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such or Letter of Credit may contain customary "evergreen" provisions pursuant to which Guaranty other than documentary letters of credit shall be made on a case by case basis in the expiry date is automatically extended by a specific time period unless sole and absolute discretion of Bank other than the Issuing Lender gives notice issuance of the letter of credit at Closing to the beneficiary seller of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the IssuingProperty.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN ONE MILLION DOLLARS ($15,000,0001,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the lesser of the Aggregate Revolving Committed AmountAmount or the Borrowing Base, and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed the lesser of such Lender's Revolving Committed Amount or such Lender's Revolving Commitment Percentage of the Borrowing Base. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents and any other terms and conditions which the Issuing Lender may reasonably require, and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date or such earlier date as the LOC Commitment shall have been terminated as provided herein as the Borrower may request, in a form acceptable to the Issuing LenderLender in its reasonable determination; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") Committed Amount and (ii) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving aggregate Committed Amount. No Letter of Credit shall (x) have an original expiry expiration date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry expiration date extending beyond the date five thirty (530) days prior to the Maturity DateDate or (z) be issued in a face amount of less than $250,000.00. The Issuing Lender shall not be required to issue any Each Letter of Credit shall comply with its related LOC Documents. The issuance and expiration dates of each Letter of Credit shall be a Business Day. The parties hereto agree that in the event of any conflict, variation or inconsistency between any of the provisions hereof and of the LOC Documents and any other terms and conditions which would violate any Requirement the Issuing Lender may reasonably require, then the provisions of Law applicable to the Issuingthis Agreement shall control, govern, supersede, and prevail in all respects.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWO MILLION DOLLARS ($15,000,0002,000,000) (the "“LOC COMMITTED AMOUNT"Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender Bank severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars and in Available Foreign Currencies from time to time from the Closing Date until the date five (5) days Business Days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate Dollar Amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIFTY MILLION DOLLARS ($15,000,00050,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount of the aggregate outstanding principal amount of Revolving Foreign Currency Loans PLUS plus the Dollar Amount of LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN -------- FIVE MILLION DOLLARS ($15,000,0005,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), -------------------- (ii) with regard to the sum of Revolving Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the lesser of (A) the Aggregate Revolving Committed AmountAmount or (B) the Borrowing Base, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed the lesser of (A) such Revolving Lender's Revolving Committed Amount or (B) such Revolving Lender's Revolving Commitment Percentage of the Borrowing Base. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinprovided that no Default or Event of Default shall have occured and be continuing, and further subject to any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of a Credit Party from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIFTY MILLION DOLLARS ($15,000,00050,000,000) the (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate amount of LOC Obligations PLUS Swingline plus the aggregate amount of Swing Line Loans shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date five (5) days Revolving Termination Date, except that prior to the Maturity Date. The Issuing Lender shall not be required to issue any Revolving Termination Date a Letter of Credit which would violate any Requirement of Law applicable may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the Issuingextent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) (the "“LOC COMMITTED AMOUNT"Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (f) and (g) of Sections 5.2); PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding -------- ------- shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "LOC COMMITTED AMOUNT--- Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of ---------------- outstanding Revolving Loans PLUS plus the aggregate principal amount of ---- outstanding Competitive Loans plus the aggregate principal amount of ---- outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not at ---- any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees LC 56 Lenders will participate to issue, and each Lender severally agrees to participate the extent of their respective Participation Interests in the issuance by the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing LenderBank; PROVIDED, HOWEVER, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN an amount (the "LETTER OF CREDIT COMMITTED AMOUNT") equal to THIRTY-FIVE MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT"35,000,000) and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC the Letter of Credit Obligations PLUS Swingline Loans shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the IssuingClosing Date, and no request for issuance thereof need be made.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000.00) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to issuemay reasonably require, and each Lender severally agrees to the Lenders will participate in the issuance by the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($15,000,00012,800,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five Termination Date (5as then in effect), unless (1) days prior to such Letter of Credit will expire within one (1) year of the Maturity Termination Date. The , (2) such Letter of Credit shall be fully cash collateralized on and after the Termination Date in accordance with Section 3.3(b)(i)(B), and (3) the Issuing Lender shall not be required have consented to issue any such expiry date. Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding -------- shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) at any time (the "LOC COMMITTED AMOUNT--- Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding ---------------- principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of Revolving LOC Obligations outstanding shall not at any time exceed FIFTEEN ONE HUNDRED MILLION DOLLARS ($15,000,000100,000,000) (the "“Revolving LOC COMMITTED AMOUNT") and Committed Amount”), (ii) with regard to each Revolving Lender individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations shall not exceed such Revolving Lender’s Revolving Commitment, (iii) with regard to the Revolving Lenders collectively, the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus outstanding Swingline Loans plus outstanding Revolving LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Amount then in effect, (iv) all Revolving Letters of Credit shall be denominated in Dollars or a Letter of Credit shall Foreign Currency, (xv) have an original expiry date more than one year from the date aggregate principal amount of issuance (provided that any such Letter outstanding Revolving Loans denominated in a Foreign Currency, together with the outstanding LOC Obligations with respect to Letters of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by denominated in a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extendedForeign Currency, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to exceed the IssuingForeign Currency Sublimit and

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Effective Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") Committed Amount and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus Swingline Loans shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the a Borrower may request, in a written form acceptable to the Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) of Sections 5.2); PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN THIRTY MILLION DOLLARS ($15,000,00030,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien not otherwise contemplated by this Agreement to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, any Credit Party under this Agreement), the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue, in U.S. dollars, and the U.S. Lenders shall participate in, letters of credit (the "U.S. Letters of Credit") for the account of the U.S. Borrowers or any of their U.S. Subsidiaries, from the Closing Effective Date until the date five (5) days prior to the Maturity Date as the Borrower may requestDate, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of U.S. LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS $3,000,000 ($15,000,000) (the "LOC COMMITTED AMOUNT") and U.S.), (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS U.S. LOC Obligations PLUS Swingline outstanding plus U.S. Revolving Loans shall not exceed the lesser of the U.S. Borrowing Base and the U.S. Revolving Loan Commitment, (iii) with respect to each individual U.S. Lender, the U.S. Lender's pro rata share of outstanding U.S. Revolving Loans plus its pro rata share of outstanding U.S. LOC Obligations shall not exceed such U.S. Lender's Revolving Loan Commitment Percentage of the U.S. Revolving Loan Commitment and (iv) the sum of U.S. Revolving Loans outstanding plus Canadian Revolving Loans outstanding plus LOC Obligations outstanding plus the aggregate Face Amount of Bankers' Acceptances at any one time shall not exceed the Revolving Committed Amountlesser of the Total Borrowing Base and $40,000,000 (U.S.). No The issuance and expiry date of each U.S. Letter of Credit shall (x) be a Business Day. Except as otherwise expressly agreed upon by all the U.S. Lenders, no U.S. Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date five (5) days Maturity Date, except that prior to the Maturity Date a U.S. Letter of Credit may be issued or extended with an expiry date extending beyond the Maturity Date. The , if and to the extent that the U.S. Borrowers shall provide cash collateral to the Issuing Lender on the Maturity Date in an amount equal to the maximum amount available to be drawn under such U.S. Letter of Credit and the Required Lenders or the Issuing Lender shall not be required to issue any otherwise object. Each U.S. Letter of Credit which would violate shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a U.S. Borrower or any Requirement of Law applicable to its U.S. Subsidiaries, or (y) a commercial letter of credit in respect of the Issuingpurchase of goods or services by a U.S. Borrower or any of its U.S. Subsidiaries in the ordinary course of business. Each U.S. Letter of Credit shall comply with the related LOC Documents.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the lesser of (A) the Aggregate Revolving Committed AmountAmount or (B) the Borrowing Base, and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed the lesser of (A) such Lender's Revolving Committed Amount or (B) such Lender's Revolving Commitment Percentage of the Borrowing Base. No Letter Letters of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuinghereunder

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the U.S. Borrowers from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) the sum of the aggregate outstanding principal amount of U.S. Revolving Loans PLUS plus the Dollar Equivalent of U.K. Revolving Loans plus Swingline Loans plus LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount, (iii) all Letters of Credit shall be denominated in Dollars and (iv) Letters of Credit shall be issued for the purpose of supporting tax-advantaged variable rate demand note financing and for other lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers' compensation and other insurance programs, and trade letters of credit. No Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall (x) have an original expiry date more than one year twelve (12) months from the date of issuance (provided that any such Letter or later than March 21, 2004; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit may contain customary "evergreen" provisions pursuant to which hereunder, the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuingdates of

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinin this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) requested by the Issuing Lender agrees Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the Borrower’s or its Subsidiaries’ obligations and to issuerenew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each Lender severally agrees to participate in the issuance by the Issuing Lender ofsuch action a “Modification”), standby and trade Letters of Credit in Dollars from time to time from the Closing Date until and including the date five (5) days of this Agreement and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC aggregate amount of the outstanding LC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") 50,000,000, and (ii) the sum Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; provided, that no LC Issuer identified in clause (a) of the aggregate outstanding principal amount definition thereof shall have any obligation to issue any Facility LC if, after giving effect thereto, the LC Obligations in respect of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed Facility LCs issued by such LC Issuer would exceed, (i) in the Revolving Committed Amount. No Letter case of Credit shall RBC, $25,000,000 and (xii) have an original expiry date more than one year from in the date case of issuance U.S. Bank, $25,000,000 (provided it being understood and agreed that any such Letter of Credit LC Issuer may contain customary "evergreen" provisions pursuant consent to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary issue Facility LCs in excess of such Letter amounts in its sole discretion upon request of Credit at least a specified time period prior to any Borrower so long as the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuingaggregate

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed FIFTEEN ONE MILLION DOLLARS ($15,000,0001,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding -------------------- principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans ---- outstanding shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ); (ii) the sum with regard to each Lender individually, such Lender's share of outstanding Revolving Loans and LOC Obligations shall not exceed such Lender's Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days Business Days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the IssuingEach Letter

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") Committed Amount and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from From time to time from the Closing Date date of this Agreement until the date five (5) days prior to three months before the Maturity Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date as of Letters of Credit for the account of the Borrower may request, in a form acceptable to (for its own benefit or for the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at benefit of any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amountits Subsidiaries). No Letter of Credit shall will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (x) have 10% of the Total Commitments or (y) an original expiry date more amount equal to (A) the Total Commitments less (B) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year from after the date of issuance thereof (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the beneficiary Maturity Date; (iii) unless the face amount of such Letter of Credit at least a specified time period prior is equal to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any greater than $100,000 and such Letter of Credit which would violate any Requirement of Law applicable is otherwise in form and substance acceptable to the Issuingrespective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Initial Funding Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN SEVENTY-FIVE MILLION DOLLARS ($15,000,00075,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWO MILLION DOLLARS ($15,000,0002,000,000) (the "“LOC COMMITTED AMOUNT"Committed Amount”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest (or have requested in the case of Closing Date Letters of Credit) for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Obligations under Revolving Loans PLUS and the LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations under Revolving Loans and the LOC Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower Borrowers may request, in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVERhowever, that (ia) the LOC Letter of Credit -------- ------- Obligations outstanding shall not at any time exceed FIFTEEN SEVEN MILLION DOLLARS ($15,000,0007,000,000) (the "LOC COMMITTED AMOUNTLetter of Credit Committed Amount") and (iib) the sum of the --------------------------------- aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC plus Letter of Credit ---- Obligations PLUS Swingline Loans outstanding shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable to Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the Issuingrelated Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate -------- amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN FIVE MILLION DOLLARS ($15,000,0005,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Revolving Lenders -------------------- collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Commitment. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing LenderLender in its reasonable discretion; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the Lenders collectively, the Dollar Amount (determined as of the most recent Determination Date) of the Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount, (B) the Available Revolving Committed Amount and (C) the Borrowing Base and (iii) with regard to each Lender individually, the Dollar Amount (determined as of the most recent Determination Date) of the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS plus Foreign Currency Loans plus Swingline Loans outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate (1) shall comply with the related LOC Documents, (2) may be issued only for the purposes set forth in Section 6.15 hereof and (3) may be issued only in Dollars or any Requirement Available Foreign Currency. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject In reliance upon the agreement of the Banks set forth in this Section 2.5 and subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender Bank agrees from time to issue, and each Lender severally agrees time to participate in the issuance by the Issuing Lender of, standby and trade issue Letters of Credit in US Dollars from time to time from or Available Foreign Currency during the Closing Date until the date five (5) days prior to the Maturity Date Revolving Credit Loan Commitment Period as the Borrower may request, in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate principal amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such amount may be reduced from time to time in accordance with the provisions hereof, the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Aggregate Revolving Committed AmountCredit Commitment, (iii) the aggregate principal amount of Foreign Currency Obligations outstanding shall not at any time exceed the Aggregate Foreign Currency Commitment and (iv) each Bank's Ratable Share of the aggregate principal amount of Foreign Currency Obligations outstanding at any time shall not exceed such Bank's Ratable Share of the Aggregate Foreign Currency Commitment. No Except as otherwise expressly agreed upon by all the Banks, no Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided issuance; provided, further, that any such no Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) Credit, as originally issued or as extended, shall have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVERhowever, that (ia) the LOC Letter of Credit Obligations outstanding shall -------- ------- not at any time exceed THIRTY MILLION DOLLARS ($30,000,000) (the "Letter of Credit Committed Amount") and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable to Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the Issuingrelated Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business

Issuance. Subject to the terms and conditions of this Agreement, the LC Issuer agrees to keep outstanding on and after the date hereof the standby letters of credit for the account of the Borrower which were issued by the LC Issuer and in reliance upon which are further described on Schedule 4 (collectively, the representations "Existing Facility LCs"). Each Existing Facility LC shall constitute a Facility LC for all purposes of this Agreement. For purposes hereof, the Existing Facility LCs are deemed to be issued on the date hereof. Furthermore, the LC Issuer hereby agrees, on the terms and warranties conditions set forth hereinin this Agreement, the Issuing Lender agrees to issueissue standby and commercial letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each Lender severally agrees to participate in the issuance by the Issuing Lender ofsuch action a "Modification"), standby and trade Letters of Credit in Dollars from time to time from the Closing Date until and including the date five (5) days of this Agreement and prior to the Maturity Facility Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC aggregate amount of the outstanding LC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") 50,000,000 and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Aggregate Outstanding Credit Exposure shall not at any time exceed the Revolving Committed AmountAggregate Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond later than the date five earlier of (5a) days the fifth Business Day prior to the Maturity Date. The Issuing Lender Facility Termination Date and (b) one year after its issuance (or, if such Facility LC shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuinghave been renewed, one year after its renewal).

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,000,0002,500,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline plus Swing Line Loans outstanding shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender Lxxxxx agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five thirty (530) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and Committed Amount, (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus the aggregate principal amount of outstanding Swingline Loans plus the LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountAmount or the Borrowing Base Amount for such date, (iii) the sum of the aggregate principal amount of the outstanding Revolving Loans, plus the aggregate principal amount of the outstanding Bridge Loans, plus the aggregate principal amount of the outstanding Swingline Loans, plus the LOC Obligations shall not exceed the Total Committed Amount and (iv) there may be no more than five (5) Letters of Credit outstanding at any one time. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five thirty (530) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) (A) the aggregate amount of all LOC Obligations outstanding with respect to Financial Letters of Credit shall not at any time exceed FIFTEEN ONE HUNDRED MILLION DOLLARS ($15,000,000100,000,000) and (B) the aggregate amount of all LOC Obligations (including Performance Letters of Credit and all other Letters of Credit) shall not at any time exceed THREE HUNDRED MILLION DOLLARS ($300,000,000) (the "LOC COMMITTED AMOUNT"as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus outstanding Swingline Loans plus outstanding LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(j), in a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No If requested by the Issuing Lender, the Borrower shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year eighteen (18) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance (provided that any such of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit may contain customary "evergreen" provisions pursuant to which a date not more than eighteen (18) months from the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such extension; provided, further, that for any Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have with an expiry date extending beyond the date five (5) days Maturity Date, the Borrower shall provide cash collateral for the benefit of the applicable Issuing Lender on or prior to the Maturity Datedate of issuance or renewal in an amount as shall be agreed to by the Borrower and the Issuing Lender and pursuant to documentation satisfactory to such Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $50,000 or such lesser amount as approved by the Issuing Lender. The Issuing Lender shall not be required under no obligation to issue any Letter of Credit which would violate if (i) any Requirement of Law applicable Lender is at such time a Defaulting Lender and the reallocation described in Section 2.21(a)(iv) cannot be completely effected, unless the Issuing Lender has entered into arrangements satisfactory to the IssuingIssuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender’s LOC Obligations, or (ii) in the case of each of Xxxxx Fargo, Bank of America, N.A. and JPMorgan Chase Bank, N.A., after giving effect to such Letter of Credit, the aggregate LOC Obligations in respect of all Letters of Credit issued by such Issuing Lender shall exceed $100,000,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and Committed Amount, (ii) with regard to the Lenders collectively, the sum of the aggregate outstanding principal amount of Revolving Obligations shall not exceed the Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of the sum of the Revolving Loans PLUS plus LOC Obligations PLUS outstanding plus Swingline Loans outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement (1) shall comply with the related LOC Documents and (2) may be issued only for the purposes set forth in Section 6.14 hereof. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ); (ii) the sum with regard to each Lender -------------------- individually, such Lender's share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender's Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days Business Days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN THIRTY MILLION DOLLARS ($15,000,00030,000,000) at any time (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days Business Days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Effective Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN EIGHT MILLION DOLLARS ($15,000,0008,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinLOC Documents, if any, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue (from the Closing Effective Date until the date five (5) days prior to the Revolving Loan Maturity Date as the Borrower may request, and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the LOC Participants shall participate in, Letters of Credit for the account of a Credit Party; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN TEN MILLION DOLLARS ($15,000,00010,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) the sum of the aggregate outstanding principal amount of LOC Obligations outstanding plus Revolving Loans PLUS outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus its pro rata share of outstanding LOC Obligations PLUS Swingline Loans shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount. No The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be either (xi) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a Credit Party or any of its Subsidiaries or (ii) a commercial letter of credit in respect of the purchase of goods or services by a Credit Party in the ordinary course of business. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date five (5) days prior to the Revolving Loan Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement of Law applicable to shall comply with the Issuingrelated LOC Documents.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinin this Agreement, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, issue standby and trade Letters of Credit in Dollars (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action, a "Modification"), from time to time from the Closing Date until and including the date five (5) days of this Agreement and prior to the Maturity Revolving Loan Termination Date as upon the Borrower may requestrequest of the Borrower; provided that immediately after each such Facility LC is issued or Modified, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC aggregate amount of the outstanding LC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") 65,000,000 and (ii) the sum of the aggregate outstanding principal amount of Aggregate Outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans Credit Exposure shall not at any time exceed the Adjusted Available Aggregate Revolving Committed AmountLoan Commitment. No Letter of Credit Facility LC shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending later than the earlier of (x) the fifth Business Day prior to the Revolving Loan Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which in no event shall extend beyond the date five referred to in the preceding clause (5) days x)). Schedule 2.20 contains a schedule of certain letters of credit issued for the account of the Borrower or certain of its Subsidiaries prior to the Maturity Closing Date (such letters of credit, the "Transitional Letters of Credit"). Subject to the satisfaction of the conditions contained in Sections 4.1 and 4.2 and subject to the covenant contained in Section 6.29, from and after the Closing Date, the Transitional Letters of Credit shall be deemed to be Facility LCs issued pursuant to this Section 2.20. The Issuing Lender shall not be required Borrower hereby agrees that any and all references to issue any Letter the Existing Credit Agreement in the Transitional Letters of Credit which would violate any Requirement of Law applicable Documents shall be deemed to the Issuingbe references to this Agreement.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, the any other terms and conditions which an Issuing Lender agrees may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to issuebe given by any Credit Party or conflict with any obligation of, and each Lender severally agrees to participate in the issuance by the or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), an Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue (from the Closing Effective Date until the date five (5) days prior to the Revolving-A Loan Maturity Date as the Borrower may request, and in a form reasonably acceptable to the such Issuing Lender), in Dollars or any Foreign Currency, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; PROVIDEDprovided, HOWEVERhowever, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed FIFTEEN the U.S. Dollar Equivalent of TWO HUNDRED FIFTY MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and 250,000,000), (ii) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline outstanding in Foreign Currency plus the aggregate amount of Revolving-A Loans outstanding in Foreign Currency shall not at any time exceed the U.S. Dollar Equivalent of One Hundred Million Dollars ($100,000,000), (iii) the sum of the aggregate amount of LOC Obligations outstanding plus the aggregate amount of Revolving-A Loans outstanding plus Swing Line Loans outstanding shall not exceed the Revolving-A Committed Amount and (iv) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving-A Loans plus its pro rata share of outstanding LOC Obligations plus (other than NationsBank) its pro rata share of Swing Line Loans outstanding shall not exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving-A Committed Amount. No The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a day other than (i) a Saturday or a Sunday or (ii) any other day on which the letter of credit issuing office of the Issuing Lender is authorized or required by law or executive order to close. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or issuance, or, as extended, shall have an expiry date extending beyond the date five (5) days prior to the Revolving-A Loan Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any Requirement of Law applicable to its Subsidiaries, or (y) a commercial letter of credit in respect of the Issuingpurchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY-FIVE MILLION DOLLARS ($15,000,00025,000,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and ), (ii) with regard to the Lenders collectively, the amount of the Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (iii) with regard to each Lender individually, the amount of the sum of the aggregate outstanding principal amount of Revolving Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the each Issuing Lender agrees to issue, and each Revolving Lender severally agrees to participate in the issuance by the such Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Initial Closing Date until the date five (5) days prior to the Maturity Letter of Credit Expiration Date as the Borrower may request, in a form acceptable to the such Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN SIXTY MILLION DOLLARS ($15,000,00060,000,000) (the "“LOC COMMITTED AMOUNT") and Committed Amount”); (ii) the sum with regard to each Revolving Lender individually, such Lender’s share of outstanding Revolving Committed Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Revolving Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Committed Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement Expiration Date. Each Letter of Law applicable to Credit shall comply with the Issuingrelated LOC Documents. The issuance date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWENTY MILLION DOLLARS ($15,000,00020,000,000) (the "“LOC COMMITTED AMOUNT") and Committed Amount”); (ii) the sum with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans PLUS and LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days Business Days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the Issuing Lender agrees to shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of any Subsidiary as provided herein, in a form acceptable to the Issuing Lender, for the purposes hereinafter set forth; PROVIDED, HOWEVER, provided that (i) the aggregate amount of LOC Obligations outstanding -------- shall not at any time exceed FIFTEEN TWO MILLION DOLLARS ($15,000,0002,000,000) at any time (the "LOC COMMITTED AMOUNT--- Committed Amount") and ), (ii) with regard to the sum of Lenders collectively, the aggregate outstanding ---------------- principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Obligations outstanding at any time shall not exceed such Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date five (5) days prior to the Maturity Termination Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance date of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to may reasonably require, during the Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by the Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) (A) the aggregate amount of all LOC Obligations outstanding with respect to Financial Letters of Credit shall not at any time exceed FIFTEEN ONE HUNDRED MILLION DOLLARS ($15,000,000100,000,000) and (B) the aggregate amount of all LOC Obligations (including Performance Letters of Credit and all other Letters of Credit) shall not at any time exceed THREE HUNDRED MILLION DOLLARS ($300,000,000) (the "LOC COMMITTED AMOUNT"as increased from time to time as provided in Section 2.1(f) and as such aggregate maximum amount may be reduced from time to time as provided in Section 2.6, the “LOC Committed Amount”), (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS plus outstanding Swingline Loans plus outstanding LOC Obligations PLUS Swingline Loans shall not at any time exceed the Revolving Committed AmountAmount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(j), in a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. No If requested by the Issuing Lender, the Borrower shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (x) have an original expiry date more than one year eighteen (18) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance (provided that any such of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit may contain customary "evergreen" provisions pursuant to which a date not more than eighteen (18) months from the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such extension; provided, further, that for any Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have with an expiry date extending beyond the date five (5) days Maturity Date, the Borrower shall provide cash collateral for the benefit of the applicable Issuing Lender on or prior to the date of issuance or renewal (or, if applicable, the date the Maturity DateDate moves inside the date of expiry) in an amount as shall be agreed to by the Borrower and the Issuing Lender and pursuant to documentation satisfactory to such Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $50,000 or such lesser amount as approved by the Issuing Lender. The Issuing Lender shall not be required under no obligation to issue any Letter of Credit which would violate if (i) any Requirement of Law applicable Lender is at such time a Defaulting Lender and the reallocation described in Section 2.21(a)(iv) cannot be completely effected, unless the Issuing Lender has entered into arrangements satisfactory to the IssuingIssuing Lender with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender’s LOC Obligations, or (ii) in the case of each of Xxxxx Fargo, Bank of America, N.A. and JPMorgan Chase Bank, N.A., after giving effect to such Letter of Credit, the aggregate LOC Obligations in respect of all Letters of Credit issued by such Issuing Lender shall exceed $100,000,000. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower Borrowers may request, in a form acceptable to the Issuing LenderBank; PROVIDED, HOWEVER, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN SEVEN MILLION DOLLARS ($15,000,0007,000,000) (the "LOC LETTER OF CREDIT COMMITTED AMOUNT") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Letter of Credit Obligations PLUS Swingline Loans outstanding shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable to Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the Issuingrelated Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth herein, any other terms and conditions which the Issuing Lender agrees to issuemay reasonably require, and each Lender severally agrees to the Lenders will participate in the issuance by the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Termination Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($15,000,00012,800,000) (the "LOC COMMITTED AMOUNTCommitted Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans PLUS plus LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five Termination Date (5as then in effect), unless (1) days prior to such Letter of Credit will expire within one (1) year of the Maturity Termination Date. The , (2) such Letter of Credit shall be fully cash collateralized on and after the Termination Date in accordance with Section 3.3(b)(i)(B), and (3) the Issuing Lender shall not be required have consented to issue any such expiry date. The issuance date of each Letter of Credit which would violate any Requirement of Law applicable to the Issuingshall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDEDprovided, HOWEVERhowever, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and Committed Amount, (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans PLUS outstanding plus LOC Obligations PLUS outstanding plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's pro rata share of outstanding Revolving Loan plus such Lender's pro rata share of LOC Obligations outstanding plus (other than the Swingline Lender) such Lender's pro rata share of Swingline Loans outstanding shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement (1) shall comply with the related LOC Documents and (2) may be issued only for the purposes set forth in Section 6.14 hereof. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN THREE MILLION DOLLARS ($15,000,0003,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) unless otherwise agreed by the Agent, have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the Issuing LenderBank; PROVIDEDprovided, HOWEVERhowever, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed FIFTEEN TWENTY-FIVE MILLION DOLLARS ($15,000,00025,000,000) (the "LOC COMMITTED AMOUNTLetter of Credit Committed Amount") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC plus Letter of Credit Obligations PLUS Swingline Loans outstanding shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related Letter of Law applicable Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the Issuingcontrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in SCHEDULE 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date five (5) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the Issuing Lender; PROVIDED, HOWEVER, that (i) the LOC Obligations outstanding shall not at any time exceed FIFTEEN MILLION DOLLARS ($15,000,000) (the "LOC COMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans PLUS LOC Obligations outstanding PLUS outstanding Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) except as otherwise agreed by the Agent, have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date five (5) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Each Letter of Credit which would violate any Requirement shall comply with the related LOC Documents. The issuance and expiry dates of Law applicable to the Issuingeach Letter of Credit shall be a Business Day.