Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. Subject to the provisions of Section 3 hereof and subject to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).

Letter of Credit Facility. Subject As may be requested from time to the provisions of Section 3 hereof time by Borrower hereunder and subject to the other provisions terms and conditions hereof, Administrative Agent, shall either cause to be issued or the Letter of this Agreement, Agent may in its discretion at Borrower Representative’s request Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of any Borrower, cause Borrower from time to time from the LC Issuer Effective Date to issue one or more Letters the date notice of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum termination of the aggregate outstanding amount of LC Obligations and the aggregate principal amount Aggregate Revolving Loan Facility is effective or termination of the Revolving Loans shall Letter of Credit Facility is effective, but only if the Letter of Credit Exposure will not at any time as a result of such issuance exceed the lesser of (i) the Maximum Revolving Facility Five Million Dollars ($5,000,000) and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Loan Facility and the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions(b) the sum of (I) the Aggregate Revolving Loan, satisfactory to Agent and (II) the LC Issuer. Borrowers shallSwingline Loan, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to (III) the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of CreditFloorplan Shortfall, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in (IV) the amount of the proposed Letter of Credit, Other Creditor Indebtedness (unless an Intercreditor Agreement has been executed between Administrative Agent and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer holder of such Other Intercreditor Indebtedness). The Existing Letters of Credit are deemed to be Letters of Credit and deemed to be issued under the Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18Facility. Immediately upon the issuance of a Letter of Credit in accordance with this Agreementthe terms and conditions hereof, Administrative Agent or Letter of Credit Issuer, as the case may be, shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have irrevocably and unconditionally purchased and received from AgentAdministrative Agent or Letter of Credit Issuer, without recourse or warrantyas the case may be, an a pro rata undivided interest and participation therein to in such Letter of Credit, the extent reimbursement obligation of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers Borrower with respect thereto), and any guaranty thereof or collateral therefor. Borrowers herebyEach Lender's (including the Letter of Credit Issuer's) pro-rata undivided interest shall be the same as its pro-rata share of the Aggregate Revolving Loan Facility. Subject to the terms and conditions below, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with the expiration date of any Letter of Credit will not be later than the earlier of (except i) the first anniversary of the date of issuance, and (ii) a Business Day that is not later than the date which is 25 days prior to the extent earliest to occur of the Termination Date, the date of termination of the Aggregate Revolving Loan Facility or the date of termination of the Letter of Credit Facility if any such liability notice of termination has been previously given; provided, however, that the expiration date for a Letter of Credit may be later than such date if Letter of Credit Issuer (if applicable) and Administrative Agent each consent to such issuance and Borrower provides to Administrative Agent or any Lender the Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agent as security for Borrower's obligation to reimburse Administrative Agent or the Letter of Credit Issuer, as the case may be, for 105% of all draws and expenses thereunder ("Cash Collateral"). The Cash Collateral is found a part of the Collateral. Borrower also agrees that if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the effective date of the termination of the Aggregate Revolving Loan Facility or beyond the effective date of termination of the Letter of Credit Facility or beyond the Termination Date, whichever is earliest, then Borrower shall, on or before five Business Days prior to the effective date of such termination or the Termination Date, whichever is earlier, provide Administrative Agent or Letter of Credit Issuer, as the case may be, with Cash Collateral. Administrative Agent and the Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Borrower does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Administrative Agent or the Letter of Credit Issuer, as the case may be, shall hold Cash Collateral for the benefit of the Lenders and Administrative Agent as security for the Letters of Credit and the other Loan Obligations in a final non-appealable judgment by a court an account in its respective name at the Letter of competent jurisdiction to have resulted from Agent's Credit Issuer or such Lender's gross negligence or willful misconduct)other financial institution as Administrative Agent may select in its reasonable discretion.

Letter of Credit Facility. SECTION 3.1 L/C Commitment. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions (including without limitation Section 4.4) of this Agreement, Agent may the Issuing Lender, in its discretion at Borrower Representative’s request and reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.5, agrees to issue standby letters of credit ("Letters of Credit") for the account of the Borrower on any BorrowerBusiness Day from the Closing Date to the date which is five (5) Business Days prior to the Revolving Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, cause that the LC Issuer Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or more Letters (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of Credit), provided that (ii) be a standby letter of credit issued to support obligations of the aggregate outstanding amount Borrower or any of LC Obligations its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one (1) year (subject to automatic renewal for additional one (1) year periods under terms and conditions satisfactory to the Issuing Lender and the Administrative Agent), (iv) expire on a date not later than the fifth (5th) Business Day prior to the Revolving Credit Termination Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substanceany outstanding Letters of Credit, and shall contain terms and conditions, satisfactory to Agent and unless the LC Issuercontext otherwise requires. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Each Existing Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with issued and outstanding under this Agreement, each Lender shall be deemed to have irrevocably Agreement on and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to after the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Second Amendment Effective Date.

Letter of Credit Facility. Subject The Company may obtain letters of credit under this Agreement from time to time for such purposes as the Company may require in the ordinary course of business. The sum of (i) the aggregate Outstanding Letter of Credit Amount plus (ii) total principal amount owed to the provisions of Section 3 hereof and subject to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of Lender under the Revolving Loans Line of Credit shall not at any time exceed the lesser Availability. For purposes of (i) this Loan Agreement, the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any "Outstanding Letter of Credit Amount" shall include (a) amounts available for draws under outstanding letters of credit (whether or not such draws are subject to satisfaction of prior conditions); and (b) the amount of any draws under letters of credit for any other reasonable out-of-pocket costs, fees and expenses incurred which the Lender has not received reimbursement. The Company shall request letters of credit by Agent in connection with giving the application for, Lender written notice of each request at least five business days prior lo the issuance of or amendment to any Letter the letter of Creditcredit. The Company shall, and until Agent and/or Lenders shall be so reimbursed by Borrowerswith such request, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject complete an application in form acceptable to the satisfaction of Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an "LC Reimbursement Agreement'') concerning the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as the Lender may require. The obligation of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms Company to enjoin or restrain money center banks generally from issuing reimburse the Lender for amounts drawn on such letters of credit shall be an "Obligation" under this Agreement. No letter of credit shall be issued after the Expiration Date or which could be drawn on after the date 18 months after the Expiration Date. In the event of a draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit (without further notice to or consent of the type and Company) to reimburse the Lender for such draw. If the Lender elects not to obtain an Advance under the Revolving Line of Credit or if credit in the amount of the proposed Letter draw is not available under the Revolving Line of Credit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and no lawsuch other amounts as may be due under any applicable LC Reimbursement Agreement. The Lender shall not in any event be required to issue a letter of credit during the continuance of an Event of Default. The Company shall pay the Lender such issuance, rule or regulation applicable amendment, draw and other fees with respect to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or as the issuance of such Letters of CreditLender may from time to time establish. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days amounts due from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject Company to the limitations and conditions set forth in Section 2.18. Immediately upon Lender under any LC Reimbursement Agreement shall constitute part of the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Obligations hereunder.

Letter of Credit Facility. Subject to 3.1Issuance. Each LC Issuer hereby agrees, on the provisions of Section 3 hereof and subject to the other provisions terms and conditions of set forth in this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters standby letters of Creditcredit denominated in U.S. dollars (each, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility"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 sum Closing Date and prior to the Termination Date upon the request of the aggregate outstanding amount of Company; provided, however, that in no event shall (i) immediately after each such Facility LC Obligations and is issued or Modified, the aggregate principal Aggregate Outstanding Credit Exposure exceed the Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the Revolving Loans shall not at LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000, as such amount may be increased or decreased from time exceed to time with the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit written consent of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substanceCompany, and shall contain terms and conditions, satisfactory to the Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the each LC Issuer or to (provided that any other Person increase in such amount with respect to any Letter LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of Credit the Company and for any other reasonable out-of-pocket costssuch LC Issuer) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, fees and expenses incurred by Agent in connection with (y) have an expiry date later than the application for, earlier of (1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or amendment extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to any Letter which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of Creditsuch Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. Notwithstanding the foregoing, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any the letters of their respective Affiliates credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be part “Facility LCs” issued on the Closing Date for all purposes of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Documents.

Letter of Credit Facility. Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Section 3 hereof and subject Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in dollars for the account of the applicable Borrower, on terms as are satisfactory to the other provisions and conditions Issuing Lender; provided, however, that no Letter of this Agreement, Agent may in its discretion at Borrower Representative’s request and Credit will be issued for the account of any BorrowerBorrower by an Issuing Lender if on the date of issuance, cause before or after taking such Letter of Credit into account, (i) the LC Issuer to issue one Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time or more Letters of Credit, provided that (ii) the aggregate outstanding amount of LC the L/C Obligations shall not at any time exceed exceeds $3,000,000 (the "LC Facility") 10,000,000; and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substanceprovided, and shall contain terms and conditionsfurther, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, that no Letter of Credit shall be available unless as of issued which has an expiration date more than one year after the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer issuance of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after later than the date which is five (5) Business Days immediately preceding the Termination Date and Date. Each Issuing Lender that is not the term Administrative Agent will notify the Administrative Agent of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the request for issuance of a Letter of Credit in accordance with this Agreementprior to the issuance of such Letter of Credit. Each Letter of Credit may, each Lender upon the request of the applicable Borrower, include a provision whereby such Letter of Credit shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse renewed automatically for additional consecutive periods of 12 months or warranty, an undivided interest and participation therein less (but not beyond the date that is five Business Days prior to the extent Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of such Lender's Pro Rata Share (Credit will not be renewed. That certain letter of credit No. 536224 issued by Comerica Bank for the account of Valley Industries, Inc. shall be treated as a Letter of Credit issued hereunder for all purposes from and after the Effective Date, including, without limitation, all obligations of Borrowers Section 2.25; Valley hereby assumes the reimbursement obligation with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter to such letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)credit.

Letter of Credit Facility. Subject to the provisions Issuance of Section 3 hereof and subject to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit. Borrowers acknowledge and agree that, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum as of the aggregate outstanding amount of LC Obligations and Closing Date, the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The “Letters of Credit shall be Credit” listed on Schedule 2.2.1 have been issued and are outstanding under the Initial Loan Agreement. On the Closing Date, such “Letters of a tenor and in form and substanceCredit” automatically, and shall contain terms and conditionswithout any action on the part of any Person, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part Letters of the Revolving LoanCredit issued hereunder for all purposes. In addition Issuing Bank shall issue Letters of Credit from time to being subject time until 30 days prior to the satisfaction Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each Borrower acknowledges that Issuing Bank’s issuance of the applicable conditions precedent contained in Section 3 hereof, no any Letter of Credit shall be available unless as is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no law, rule or regulation applicable obligation to money center banks generally and no request or directive (whether or not having the force of law) from issue any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain fromunless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Required Lenders that a LC Condition has not been satisfied, Issuing Bank shall not issue the issuance of letters of credit generally or the issuance of such Letters requested Letter of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers Prior to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor receipt of any issuer or correspondent relating to any Letter of Creditsuch notice, Issuing Bank shall not be deemed to have been granted knowledge of any failure of LC Conditions. (b) Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, or undertaken as otherwise approved by Borrowers to Agent. Any duties The renewal or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term extension of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank. (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit in accordance by the beneficiary. In connection with this Agreementissuance of any Letter of Credit, each none of Agent, Issuing Bank or any Lender shall be deemed responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to have irrevocably and unconditionally purchased and received be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from Agentthat expressed in any Documents; the form, without recourse validity, sufficiency, accuracy, genuineness or warrantylegal effect of any Documents or of any endorsements thereon; the time, an undivided interest and participation therein place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to the extent ship, any goods referred to in a Letter of such Lender's Pro Rata Share (includingCredit or Documents; any deviation from instructions, without limitationdelay, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against default or fraud by any and all liability and expense it may incur shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit (except to or the extent such liability proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender is found in Lender, including any act or omission of a final non-appealable judgment by a court Governmental Authority. The rights and remedies of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).Issuing Bank under the Loan Documents shall be

Letter of Credit Facility. 4.1 L/C COMMITMENT. Subject to the provisions terms and conditions hereof, the -------------- Issuing Lender, in reliance on the agreements of Section 3 hereof and subject to the other provisions and conditions Lenders set forth in Section 4.4(a), agrees to issue letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and credit (the "Letters of Credit") for the account of any Borrower, cause the LC Issuer to issue Company or the Company and one or more Letters of Credit, Subsidiaries on any Business Day from the date hereof to but excluding the Commitment Termination Date in such form as may be approved from time to time by the Issuing Lender; provided that the aggregate outstanding amount Issuing Lender shall have no obligation to issue any Letter of LC Credit if, after giving effect to such issuance, the L/C Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time would exceed the lesser of (i) the Maximum Aggregate Commitment less the sum of all outstanding Revolving Facility Credit Loans and all outstanding Swingline Loans and (ii) the Borrowing BaseL/C Commitment less the L/C Obligations attributable to the Existing NationsBank Letters of Credit. Each Letter of Credit shall (i) be denominated in United States Dollars in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support the Contingency Amount or obligations of the Company or the Company and one or more of its Subsidiaries, contingent or otherwise, with respect to environmental and insurance matters and other corporate purposes incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the Commitment Termination Date and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the Commonwealth of Virginia. The LC Facility is a sublimit Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Maximum Revolving FacilityIssuing Lender or any L/C Participant to exceed any limits imposed by, any applicable law. The References herein to "issue" and derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.

Letter of Credit Facility. SECTION 3.1 L/C COMMITMENT. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions (including without limitation SECTION 4.4) of this Agreement, Agent may the Issuing Lender, in its discretion at Borrower Representative’s request and reliance on the agreements of the other Lenders set forth in SECTION 3.4(a), agrees to issue standby letters of credit ("LETTERS OF CREDIT") for the account of the Borrower on any BorrowerBusiness Day from the Closing Date to, cause but not including, the LC Issuer Termination Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, that the Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or more Letters of Credit, provided that (b) the aggregate outstanding principal amount of LC outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Liquidity Reserve Amount and the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.

Letter of Credit Facility. Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as the Issuing Lender may reasonably require, and subject to the provisions of Section 3 hereof 2.1 and subject to Article IV, the other provisions and conditions Issuing Lender shall issue Revolver Letters of this Agreement, Agent may Credit denominated in its discretion at Borrower Representative’s request and Dollars for the account of the Borrower (or for the account of the Borrower and any Borrower, cause the LC Issuer to issue one or more Letters of Creditits Subsidiaries, provided that the aggregate outstanding amount Borrower's obligations hereunder with respect thereto shall be several and not joint), on terms as are satisfactory to the Issuing Lender; provided, however, that no Revolver Letter of LC Obligations shall not at any time exceed $3,000,000 (Credit will be issued for the "LC Facility") and account of Borrower by the sum Issuing Lender if on the date of the aggregate outstanding amount issuance, before or after taking such Revolver Letter of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of Credit into account, (i) the Maximum aggregate Dollar Amount of the Revolving Facility Advances and the Revolver L/C Obligations at such time would exceed the Aggregate Revolving Loan Commitment at such time or (ii) the Borrowing Base. The LC Facility is a sublimit aggregate outstanding Dollar Amount of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor Revolver L/C Obligations exceeds $5,000,000; and in form and substanceprovided, and shall contain terms and conditionsfurther, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, that no Revolver Letter of Credit shall be available unless as of issued which has an expiration date later than the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of which is twenty-one (21) days immediately preceding the type Termination Date. The parties hereto acknowledge and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request agree that the proposed issuer of such Initial Revolver Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any constitute a Revolver Letter of Credit, or any other agreement by Agent Credit issued pursuant to this Section 2.19 in favor which the Revolving Lenders participate pursuant to Section 2.20 and with respect to which fees shall accrue as provided in Section 2.23 beginning as of any issuer or correspondent relating to any the Effective Date. Each Revolver Letter of CreditCredit may, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each upon the request of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Borrower, include a provision whereby such Revolver Letter of Credit shall have an expiration be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date after that is twenty-one (21) days prior to the Termination Date and Date) unless the term of any Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Revolver Letter of Credit will not be renewed (it being understood and agreed that the Issuing Lender shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit send such a notice unless (including the issuance thereofx) shall be subject to the limitations an Unmatured Default or Default has occurred and conditions set forth in Section 2.18. Immediately upon the issuance of a is continuing or (y) such renewal would cause such Revolver Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein expire on a date that is beyond twenty-one (21) days prior to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconductTermination Date).

Letter of Credit Facility. Subject to and upon the provisions of Section 3 hereof and subject to the other provisions terms and conditions of this Agreementherein set forth, Agent the Borrower may in its discretion at Borrower Representative’s request and FNB-O on behalf of the Revolving Lenders shall issue from time to time for the account of any Borrower, cause the LC Issuer to issue Borrower or one or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, provided that however, FNB-O shall have no obligation to issue any such Letter of Credit unless at such time the Borrower meets all the conditions for an Advance under the Base Revolving Credit Facility and, after such issuance, the aggregate Letter of Credit Amount outstanding amount will not exceed $15,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility and no Potential Event of LC Obligations Default or Event of Default shall not have occurred or be continuing, including a default of the Leverage Ratio covenant under Section 4.19, all as more specifically set forth in this Agreement. The Revolving Lenders shall be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of this Agreement any draws on such Letters of Credit and shall be entitled to share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit Amount outstanding at any time exceed $3,000,000 (shall operate to reduce amounts available to be drawn under the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Base Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Credit Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substanceby such sum, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part outstanding for purposes of calculating the Revolving Loan. In addition to being subject to the satisfaction commitment fee under Section 2.2 (a) of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Creditthis Agreement. No Letter of Credit shall have a maturity date occurring later than the Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Lenders, may issue one or more Letters of Credit in an expiration date aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Agreement (a "Non-Conforming Letter of Credit"), but no other Revolving Lender shall be obligated to fund any draws on such Non-Conforming Letters of Credit and shall not be entitled to share pro rata in the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) to a "loan" or "loans" made under this Agreement shall include the issuance thereof) shall be subject to Letters of Credit, and, for purposes of Article VII, amounts outstanding under the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender Notes shall be deemed to have irrevocably include amounts available to be drawn and unconditionally purchased unreimbursed drawings under issued and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent outstanding Letters of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Credit.

Letter of Credit Facility. Subject The Lender hereby establishes in addition to the provisions Revolving Line of Section 3 hereof and subject to the other provisions and conditions Credit a letter of this Agreement, Agent may in its discretion at Borrower Representative’s request and credit facility for the account issuance of any Borrower, cause letters of credit for the LC Issuer Company’s account. The Company may obtain letters of credit from time to issue one or more Letters time for such purposes as the Company may require in the ordinary course of Credit, provided that the business. The aggregate outstanding amount Outstanding Letter of LC Obligations Credit Amount shall not at any time exceed $3,000,000 (500,000 without the "LC Facility") and the sum prior written consent of the aggregate Lender. For purposes of this Loan Agreement, the “Outstanding Letter of Credit Amount” shall include (a) amounts available for draws under outstanding letters of credit (whether or not such draws are subject to satisfaction of prior conditions); and (b) the amount of LC Obligations and any draws under letters of credit for which the aggregate principal amount Lender has not received reimbursement. The Company shall request letters of credit by giving the Lender written notice of each request at least five business days prior to the issuance of the Revolving Loans letter of credit. The Company shall, with such request, complete an application in form acceptable to the Lender and execute or otherwise agree to such terms, conditions and reimbursement agreements (each, an “LC Reimbursement Agreement”) concerning the Letter of Credit as the Lender may require. No letter of credit shall not at any time exceed the lesser of be issued which could be drawn on (i) more than one year after the Maximum Revolving Facility and issuance thereof or (ii) on or after June 30, 2007. In the Borrowing Base. The LC Facility is event of a sublimit draw on the letter of credit, the Lender may at its option obtain an Advance under the Revolving Line of Credit (without further notice to or consent of the Maximum Company) to reimburse the Lender for such draw. If the Lender elects not to obtain an Advance under the Revolving Facility. The Letters Line of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of if credit of the type and in the amount of the proposed Letter draw is not available under the Revolving Line of Credit, the Company shall immediately upon demand reimburse the Lender for the amount of the draw together with interest thereon and no lawsuch other amounts as may be due under any applicable LC Reimbursement Agreement. The Lender shall not in any event be required to issue a letter of credit during the continuance of an Event of Default. The Company shall pay the Lender such issuance, rule or regulation applicable amendment, draw and other fees with respect to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or as the issuance of such Letters of Credit. Lender may from time to time establish Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days amounts due from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject Company to the limitations and conditions set forth in Section 2.18. Immediately upon Lender under any LC Reimbursement Agreement shall constitute part of the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Obligations hereunder.

Letter of Credit Facility. Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Section 3 hereof Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Thirty Million and subject 00/100 Dollars ($30,000,000); and provided, further, that no Facility Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the other provisions and conditions date of this Agreement, Agent may in its discretion at Borrower Representative’s request and for effective on the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Closing Date all Existing Letters of Credit shall be treated as Facility Letters of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC IssuerCredit hereunder. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Each Facility Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. Prior to issuing any Facility Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection such Facility Letter of Credit complies with the application for, issuance provisions of or amendment this Section 2.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to any issue such Facility Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained described in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).Article IV have

Letter of Credit Facility. SECTION 3.1 L/C Commitment. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions hereof, the Issuing Lender, in reliance on the agreements of this Agreementthe L/C Participants set forth in Section 3.4(a), Agent may in its discretion at Borrower Representative’s request and agrees to issue standby Letters of Credit for the account of the Borrower on any BorrowerBusiness Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, cause the LC Issuer to issue one or more Letters of Credit, provided that the Issuing Lender shall have no obligation to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate outstanding principal amount of LC outstanding Revolving Credit Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (A) one year from the date of issuance of such Letter of Credit and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Basecontext otherwise requires. The LC Facility is a sublimit of the Maximum Revolving Facility. The Existing Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part Letters of Credit issued and outstanding under this Agreement on and after the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereofClosing Date; provided, no Letter however, that such Existing Letters of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport replaced by its terms to enjoin or restrain money center banks generally from issuing letters of credit issued by Wachovia, as Issuing Lender, pursuant to and under the terms of this Agreement upon the type expiration and/or maturity thereof and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuanceotherwise be extended, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse renewed or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)modified.

Letter of Credit Facility. Subject to As a subfacility under the provisions of Section 3 hereof Credit Facility, subject to, and subject to upon the other provisions terms and conditions contained herein, on and after the Closing Date until the Termination Date, Lender agrees to issue or cause an Affiliate to issue standby letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and credit or sight commercial letters of credit for the account of any Borrowera Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, cause the LC Issuer to issue one or more “Letters of Credit”); provided, provided that that, (a) the aggregate outstanding amount Letter of LC Obligations shall Credit Usage will not at any time exceed $3,000,000 5,000,000 and (the "LC Facility"b) and the sum as of the aggregate outstanding amount of LC Obligations and the aggregate principal amount date of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowersafter giving effect thereto, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part the aggregate amount of the Revolving LoanLoans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Revolving Loan Limit. In addition to being The form and substance of each Letter of Credit will be subject to approval by Lender and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Lender as a condition to the satisfaction issuance, amendment, extension or renewal of the applicable conditions precedent contained in Section 3 hereofany Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by a Borrower; provided, that, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall will have an expiration date after the Termination Date and the term of any Maturity Date. Each Letter of Credit shall not exceed 360 days from will be issued under, and subject to, the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations additional terms and conditions set forth in Section 2.18of the letter of credit agreements, applications and any related documents required by Lender. Immediately upon the issuance of Each drawing paid under a Letter of Credit will be deemed a Revolving Loan and will be repaid by Borrowers in accordance with the terms and conditions of this AgreementAgreement applicable to Revolving Loans; provided, each that, if Revolving Loans are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender shall be deemed to have irrevocably and unconditionally purchased and received the full amount drawn, together with interest on such amount from Agent, without recourse or warranty, an undivided interest and participation therein the date such drawing is paid to the extent date such amount is fully repaid by Borrowers, at the rate of interest then applicable to Revolving Loans. In such Lender's Pro Rata Share (including, without limitation, all obligations event Borrowers agree that Lender may charge the Loan Account or debit any deposit account maintained by any Loan Party for the amount of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)drawing.

Letter of Credit Facility. Subject Upon Borrower's request therefor, Lender shall, from time to the provisions time so long as no Event of Section 3 hereof Default has occurred and subject to the other provisions and conditions is continuing as of this Agreementsuch date of request, Agent may in its discretion at Borrower Representative’s request and issue standby Letters of Credit and/or commercial Letters of Credit for the account of any BorrowerBorrower in an amount of up to $3,000,000.00, cause provided the LC Issuer aggregate amounts available to issue one or more be drawn under such standby and commercial Letters of CreditCredit (or actually drawn but not yet reimbursed by Borrower), provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and together with the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount all advances on account of the Revolving Loans Credit Loan then outstanding, shall not at any time exceed the lesser sum of (i) $3,000,000.00. Each such Letter of Credit issued by Lender for the Maximum Revolving Facility account of Borrower and (ii) unreimbursed drafts drawn thereunder shall reduce the Borrowing Base. The LC Facility is a sublimit amount available to Borrower on account of the Maximum Revolving FacilityCredit Loan in an amount equal to the stated amount of such Letter of Credit so long as such Letter of Credit is outstanding or such draw unpaid. The Letters No Letter of Credit shall be issued by Lender for the account of a tenor and Borrower which has an expiration date later than one (1) year after the termination date of the Revolving Credit Loan described in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC IssuerParagraph 3(B)(5) above. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made Upon payment by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to Lender under any Letter of Credit, any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until Agent and/or Lenders shall be so reimbursed such charge to Borrower's operating account is made by BorrowersLender, such payments by Agent and/or the unreimbursed amount of any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no drawn Letter of Credit shall be available unless as considered an advance on account of the date of issuance, no order of any court, arbitrator or other Governmental Authority Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall purport bear interest at the LIBOR Rate until paid in full by Borrower. Lender shall charge Borrower its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type then-prevailing standard commissions and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or fees for the issuance of such Letters of Credit. Any rights, remedies, duties In the event that Borrower desires either a standby or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any commercial Letter of Credit (except subject to the extent such liability dollar amount limitations set forth above), the documentation thereof shall consist of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or willful misconduct)fee on account of such Letters of Credit shall be included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit and shall entitle Lender to exercise its rights thereunder with respect to such default.".

Letter of Credit Facility. Subject to As a subfacility under the provisions of Section 3 hereof Credit Facility, subject to, and subject to upon the other provisions terms and conditions contained herein, on and after the Closing Date until the Termination Date, Lender agrees to issue or cause an Affiliate to issue standby letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and credit or sight commercial letters of credit for the account of any Borrowera Borrower for purposes acceptable to Lender (each a “Letter of Credit” and collectively, cause the LC Issuer to issue one or more “Letters of Credit”); provided, provided that that, (a) the aggregate outstanding amount Letter of LC Obligations shall Credit Usage will not at any time exceed $3,000,000 1,000,000 and (the "LC Facility"b) and the sum as of the aggregate outstanding amount of LC Obligations and the aggregate principal amount date of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowersafter giving effect thereto, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part the aggregate amount of the Revolving LoanLoans and the Letter of Credit Usage will not exceed the lesser of the Borrowing Base or the Maximum Credit. In addition to being The form and substance of each Letter of Credit will be subject to approval by Xxxxxx and each Borrower shall execute and deliver such additional letter of credit agreements, applications and other documents required by Xxxxxx as a condition to the satisfaction issuance, amendment, extension or renewal of the applicable conditions precedent contained in Section 3 hereofany Letter of Credit. Each Letter of Credit will be issued for a term not to exceed 365 days, as designated by a Borrower; provided, that, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall will have an expiration date after the Termination Date and the term of any Maturity Date. Each Letter of Credit shall not exceed 360 days from will be issued under, and subject to, the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations additional terms and conditions set forth in Section 2.18of the letter of credit agreements, applications and any related documents required by Lender. Immediately upon the issuance of Each drawing paid under a Letter of Credit will be deemed a Revolving Loan and will be repaid by Borrowers in accordance with the terms and conditions of this AgreementAgreement applicable to Revolving Loans; provided, each that, if Revolving Loans are not available for any reason at the time any drawing is paid by Xxxxxx, then Borrowers will immediately pay to Lender shall be deemed to have irrevocably and unconditionally purchased and received the full amount drawn, together with interest on such amount from Agent, without recourse or warranty, an undivided interest and participation therein the date such drawing is paid to the extent date such amount is fully repaid by Borrowers, at the rate of interest then applicable to Revolving Loans. In such Lender's Pro Rata Share (including, without limitation, all obligations event Borrowers agree that Xxxxxx may charge the Loan Account or debit any deposit account maintained by any Loan Party for the amount of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)drawing.

Letter of Credit Facility. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions of ------------------------- this AgreementAgreement and in reliance upon the representations, Agent may warranties and covenants set forth herein, First Chicago shall issue or any other Lender acceptable to the Borrowers, may, in its discretion at Borrower Representative’s request and sole discretion, issue standby letters of credit, in each case for the account of any Borrowerthe applicable Borrower (First Chicago and each such other Lender in such capacity being referred to as an "ISSUING LENDER"), cause the LC Issuer on terms as are reasonably satisfactory to issue one or more Letters such Issuing Lender upon three (3) days' notice and receipt of duly executed applications for such Letter of Credit, provided and such other customary documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the "L/C Documents") as the applicable Issuing Lender may require; provided, -------- however, that no Letter of Credit will be issued (or amended) for the account of ------- any Borrower by an Issuing Lender if on the date of issuance, before or after taking such Letter of Credit into account, (A) the Revolving Credit Obligations at such time would exceed the Maximum Revolving Credit Amount at such time, or (B) the aggregate outstanding amount of LC the L/C Obligations in respect of standby Letters of Credit exceeds $2,000,000; and provided, further, that no -------- ------- Letter of Credit shall not at any time exceed $3,000,000 be issued (or amended) which has an expiration date later than the "LC Facility"date which is the earlier of one (1) and year after the sum date of issuance thereof or five (5) Business Days immediately preceding the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing BaseTermination Date. The LC Facility is a sublimit designation of any Lender as an Issuing Lender after the Maximum Revolving Facility. The date hereof with respect to standby Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates subject to the LC Issuer or to prior written consent of the Agent. If any other Person with respect to any Borrower applies for a standby Letter of Credit from any Lender other than First Chicago, the applicable Borrower shall simultaneously notify the Agent of the proposed amount, expiration date and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance nature of or amendment to any such Letter of Credit, . The Agent shall promptly notify the Lender to which such application has been made and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of Borrower whether the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer issuance of such Letter of Credit refrain fromwould comply with the terms of this Section ------- 2.21. Each Issuing Lender shall be entitled to assume that the applicable ---- conditions set forth in Article IV hereof have been satisfied ---------- unless it shall have received notice to the contrary from the Agent or such Issuing Lender has knowledge that the applicable conditions have not been met. To the extent that any provision of any L/C Document cannot reasonably be construed to be consistent with this Agreement, the issuance of letters requires greater collateral security or imposes additional obligations not reasonably related to customary letter of credit generally or arrangements, such provision shall be invalid and this Agreement shall control. All references in the issuance expense, indemnity and similar provisions of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers this Agreement to any issuer or correspondent in any application for any Letter of Credit, or the Lenders shall include First Chicago and any other agreement Lender in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Creditits capacity as an Issuing Lender. No Letter of Credit Issuing Lender shall have an expiration date after the Termination Date and the term of extend or amend any Letter of Credit shall not exceed 360 days from unless the date requirements of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in this Section 2.18. Immediately upon the issuance of 2.21 are met as though a new Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably was being requested and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)issued.

Letter of Credit Facility. Subject Upon Borrower's request therefor, Lender shall, from time to the provisions time so long as no Event of Section 3 hereof Default has occurred and subject to the other provisions and conditions is continuing as of this Agreementsuch date of request, Agent may in its discretion at Borrower Representative’s request and issue (i) standby Letters of Credit for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding Borrower in an amount of LC Obligations shall not at any time exceed up to $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility 4,000,000.00, and (ii) commercial Letters of Credit in an amount of up to $2,500,000.00, provided the Borrowing Base. The LC Facility is a sublimit aggregate amounts available to be drawn under such standby and commercial Letters of Credit (or actually drawn but not yet reimbursed by Borrower), together with the sum of all advances on account of the Maximum Revolving FacilityCredit Loan then outstanding, shall not exceed the sum of $12,000,000.00. The Letters Each such Letter of Credit issued by Lender for the account of Borrower and unreimbursed drafts drawn thereunder shall reduce the amount available to Borrower on account of the Revolving Credit Loan in an amount equal to the stated amount of such Letter of Credit so long as such Letter of Credit is outstanding or such draw unpaid. No Letter of Credit shall be issued by Lender for the account of a tenor and Borrower which has an expiration date later than one (1) year after the termination date of the Revolving Credit Loan described in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC IssuerParagraph 3(B)(5) above. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made Upon payment by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to Lender under any Letter of Credit, any amount so paid shall be immediately due and payable by Borrower and Lender shall have the right to effect payment thereof, together with the payment of any standard commissions, fees, expenses and charges, immediately by a charge to Borrower's operating account maintained with Lender. Unless and until Agent and/or Lenders shall be so reimbursed such charge to Borrower's operating account is made by BorrowersLender, such payments by Agent and/or the unreimbursed amount of any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no drawn Letter of Credit shall be available unless as considered an advance on account of the date of issuance, no order of any court, arbitrator or other Governmental Authority Revolving Credit Loan to satisfy Borrower's reimbursement obligation to Lender which shall purport bear interest at the default rate prescribed in Paragraph 3G above until paid in full by Borrower. Lender shall charge Borrower its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type then-prevailing standard commissions and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or fees for the issuance of such Letters of Credit. Any rights, remedies, duties In the event that Borrower desires either a standby or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any commercial Letter of Credit (except subject to the extent such liability dollar amount limitations set forth above), the documentation thereof shall consist of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence standard forms therefor and Borrower specifically acknowledges that (i) the reimbursement obligation of Borrower and any commission or willful misconduct)fee on account of such Letters of Credit shall be included in the Obligations; and (ii) the occurrence of an Event of Default hereunder shall constitute a default under the documentation relating to such Letters of Credit and shall entitle Lender to exercise its rights thereunder with respect to such default.".

Letter of Credit Facility. SECTION 3.1 L/C COMMITMENT. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions (including without limitation Section 4.4) of this Agreement, Agent may the Issuing Lender, in its discretion at Borrower Representative’s request and reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit ("LETTERS OF CREDIT") for the account of the Borrower on any BorrowerBusiness Day from the Closing Date to, cause but not including, the LC Issuer Termination Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, that the Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or more Letters of Credit, provided that (b) the aggregate outstanding principal amount of LC outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Liquidity Reserve Amount and the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.

Letter of Credit Facility. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions of this Agreementhereof, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer Issuing Lender agrees to issue one or more standby Letters of CreditCredit (including direct pay standby letters of credit) for the account of Borrower on any Business Day from the Closing Date through, provided but not including, the Revolving Facility Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the aggregate outstanding amount of LC Obligations Issuing Lender shall have no obligation to and shall not at issue any time exceed $3,000,000 Letter of Credit if, after giving effect to such issuance, (the "LC Facility"a) and the sum of all issued, undrawn and unexpired Letters of Credit plus the aggregate Letter of Credit Obligations would exceed Three Million Five Hundred Thousand Dollars ($3,500,000), or (b) the outstanding amount of LC Aggregate Revolving Facility Obligations and the aggregate principal amount of the Revolving Loans shall not at any time would exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving FacilityCap. The Letters of Credit shall (i) be issued to support obligations of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders Borrower or any of their respective Affiliates its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date satisfactory to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costsIssuing Lender, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders which date shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any no later than the earlier of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of lawA) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days one (1) year from the date of issuance, subject to any discretionary extensions agreed to by issuance of the LC Issuer thereof at least thirty days before the expiration thereof. All Letters Letter of Credit (including the issuance thereof) shall be subject to automatic renewal of Letter of Credit issued by the limitations Issuing Lender, at the sole and conditions set forth in Section 2.18. Immediately upon absolute NYACTIVE-22184855.5 option of the issuance of Issuing Lender, so long as such renewal periods terminate no later than the fifth (5th) Business Day prior to the Revolving Facility Maturity Date) and (B) the fifth (5th) Business Day prior to the Revolving Facility Maturity Date; provided, that a Letter of Credit in accordance with this Agreementmay expire up to (but not later than) one (I) year beyond the Revolving Facility Maturity Date so long as Borrower cash collateralizes one hundred five-percent (105%) of the face amount of each issued, each Lender shall be deemed to have irrevocably undrawn and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any unexpired Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).no later than thirty

Letter of Credit Facility. Subject (a) Upon the terms and conditions (including the right of the Lender to decline to issue, renew or extend any such Letter of Credit so long as any condition to the provisions issuance, renewal or extension of such Letter of Credit set forth in Section 3 hereof 3.3 has not been satisfied) and subject to relying on the other provisions representations and conditions of warranties contained in this Agreement, Agent may in its discretion at Borrower Representative’s request and the Lender agrees, from the date of this Agreement until the date which is 30 days prior to the Commitment Termination Date, to issue Letters of Credit under the Facility for the account of the Borrower or any Borrower, cause Subsidiary of the LC Issuer Borrower which is a Guarantor and to issue one or more renew and extend such Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Such Letters of Credit shall be issued, renewed or extended from time to time on any Business Day designated by the Borrower following the receipt in accordance with the terms hereof by the Lender of the written (or oral, confirmed promptly in writing) request by a tenor Responsible Officer of the Borrower therefor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any a Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance Application. Such Letters of or amendment to any Letter of Credit, and until Agent and/or Lenders Credit shall be so reimbursed by Borrowersissued in such amounts as the Borrower may request; provided, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereofhowever, that (i) no Letter of Credit shall be available unless as of have any expiry date which is more than one year after the date of issuance, no order renewal or extension thereof, although Letters of any courtCredit with an expiry date of one year after the date of issuance, arbitrator renewal or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters extension may provide for automatic one year extensions absent prior written notice of credit non-extension of the type and in the amount of the proposed relevant Letter of Credit, and no law, rule or regulation applicable Credit from the Lender to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer beneficiary of such Letter of Credit refrain from, at least the issuance required period of letters of credit generally or time prior to the issuance expiry of such Letters Letter of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent Credit provided in any application for any such Letter of Credit, or any other agreement in favor (ii) notwithstanding the provisions of any issuer or correspondent relating to any Letter of Creditthe immediately preceding clause (i), shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No no such Letter of Credit shall have an expiration date after which is less than five Business Days prior to the Commitment Termination Date Date, (iii) the Loan Balance plus the L/C Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the Revolving Commitment Amount, (iv) the L/C Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the L/C Sublimit and the term of any (iii) no such Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth issued in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)amount less than $10,000.

Letter of Credit Facility. SECTION 3.1 L/C COMMITMENT. Subject to the provisions of Section 3 hereof and subject to the other provisions terms and conditions (including without limitation SECTION 4.4) of this Agreement, Agent may the Issuing Lender, in its discretion at Borrower Representative’s request and reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit ("LETTERS OF CREDIT") for the account of the Borrower on any BorrowerBusiness Day from the Closing Date to, cause but not including, the LC Issuer Termination Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, that the Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or more Letters of Credit, provided that (b) the aggregate outstanding principal amount of LC outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substanceany existing Letters of Credit, and shall contain terms and conditions, satisfactory to Agent and unless the LC Issuercontext otherwise requires. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any The Wachovia Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with issued and outstanding under this Agreement, each Lender shall be deemed to have irrevocably Agreement on and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to after the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Closing Date.

Letter of Credit Facility. SECTION 3.1 L/C Commitment. Subject to the provisions terms and conditions hereof, the Issuing Lender, in reliance on the agreements of Section 3 hereof and subject to the other provisions and conditions Lenders set forth in Section 3.4(a), agrees to issue Letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and Credit for the account of the US Borrower on any BorrowerBusiness Day from the Closing Date through but not including the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, cause that the LC Issuer Issuing Lender shall have no obligation to issue one or more Letters any Letter of CreditCredit if, provided that after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate outstanding amount of LC all outstanding L/C Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time would exceed the lesser of (i) the Maximum Revolving Facility and L/C Commitment or (ii) the Borrowing BaseAggregate Commitment less the aggregate principal amount of all outstanding Loans. The LC Facility is Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars in a sublimit minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the Maximum Revolving FacilityUS Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (A) five (5) Business Days prior to the Maturity Date and (B) one year after its date of issuance, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The As of the Closing Date, each of the Existing Letters of Credit shall be constitute, for all purposes of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent this Agreement and the LC Issuerother Loan Documents, a Letter of Credit issued and outstanding hereunder. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for The Issuing Lender shall not at any payments made by Agent and/or Lenders or any of their respective Affiliates time be obligated to the LC Issuer or to any other Person with respect to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and for derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.

Letter of Credit Facility. Subject to Upon the provisions of Section 3 hereof and subject to the other provisions terms and conditions (including, without limitation, the right of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer Issuing Lender to decline to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit so long as any Default or Event of Default exists) and relying on the representations and warranties contained in this Agreement, the Issuing Lender agrees, during the Commitment Period, to issue Letters of Credit following the receipt not less than two (2) Business Days prior to the requested date for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any the relevant Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no a Letter of Credit shall be available unless as of Application executed by the date of issuanceBorrower; provided, however, (a) no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date which is more than 60 days after the issuance thereof or subsequent to the Commitment Termination Date Date, and (b) the term Issuing Lender shall not be obligated to issue any Letter of Credit if (i) the face amount thereof would exceed the Available Commitment, or (ii) after giving effect to the issuance thereof, (A) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Initial Commitment or the Increased Commitment, as the case may be, or (B) the L/C Exposure would exceed the lesser of $15,000,000 or the Available Commitment. (l) (m) Should the Issuing Lender be called upon by the beneficiary of any Letter of Credit shall not exceed 360 days from to honor all or any portion of the date commitment thereunder, whether upon the presentation of issuancedrafts or otherwise, subject to any discretionary extensions agreed to such payment by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters Issuing Lender on account of such Letter of Credit (including the issuance thereof) shall be subject treated, for all purposes, as a Floating Rate Loan and an advance against the Notes. (n) (o) The Existing Letter of Credit shall be deemed issued under and pursuant to this Agreement by the limitations Issuing Lender and conditions set forth in Section 2.18. Immediately upon the issuance of shall be deemed a Letter of Credit in accordance with this Agreement, each Lender issued hereunder for all purposes. (p) (q) Use of Loan Proceeds and Letters of Credit . Proceeds of all Loans shall be deemed used solely for general corporate purposes including working capital needs, to have irrevocably refinance existing debt and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share for acquisitions. (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter r) (s) Letters of Credit shall be used solely for working capital needs. (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).t) 1.2

Letter of Credit Facility. Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Section 3 hereof and subject to Article IV, the Administrative Agent shall, or any other provisions and conditions of this Agreement, Agent may Lender in its sole discretion at Borrower Representative’s request and may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Letter of Credit will be issued for the account of any BorrowerBrightpoint or BPI by an Issuing Lender if on the date of issuance, cause the LC Issuer to issue one before or more Letters after taking such Letter of CreditCredit into account, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Dollar Amount of the Revolving Facility and Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the Borrowing Base. The LC Facility is a sublimit aggregate outstanding Dollar Amount of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor L/C Obligations exceeds Forty Million and in form 00/100 Dollars ($40,000,000); and substanceprovided, and shall contain terms and conditionsfurther, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, that no Letter of Credit shall be available unless as of issued which has an expiration date more than one year after the date of issuanceissuance of such Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, no order of any courtfurther, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing that although such letters of credit were issued prior to the date of this Agreement, effective on the Closing Date all Existing Letters of Credit shall be treated as Letters of Credit hereunder. Each Letter of Credit may, upon the request of the type applicable Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Letter of Credit will not be renewed. Prior to issuing any Letter of Credit, the applicable Issuing Lender shall request and in the amount Administrative Agent shall provide confirmation that the request for such Letter of Credit complies with the proposed provisions of this Section 2.21. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to issue such Letter of Credit, and no lawthe conditions described in Article IV have been satisfied, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally then such Issuing Lender shall prohibit, or request that the proposed issuer of issue such Letter of Credit refrain from, as requested. The applicable Issuing Lender shall give the Administrative Agent and each Lender prompt notice of the issuance of letters any such Letter of credit generally Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, with respect to each outstanding Letter of Credit issued by such Issuing Lender, summarizing whether such Letter of Credit is a standby or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any commercial Letter of Credit, or any other agreement in favor of any issuer or correspondent relating the maximum amount available to any Letter of Creditbe drawn thereon, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form beneficiary and the issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after issued by such Issuing Bank during the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)previous month.

Letter of Credit Facility. Subject to 3.1Issuance. Each LC Issuer hereby agrees, on the provisions of Section 3 hereof and subject to the other provisions terms and conditions of set forth in this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters standby letters of Creditcredit and, provided that to the aggregate outstanding amount extent agreed to by any applicable LC Issuer, direct-pay letters of LC Obligations shall not at any time exceed $3,000,000 credit, denominated in U.S. dollars (the "LC Facility"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 sum Closing Date and prior to the Termination Date upon the request of the aggregate outstanding amount of Company; provided, however, that in no event shall (i) immediately after each such Facility LC Obligations and is issued or Modified, the aggregate principal Aggregate Outstanding Credit Exposure exceed the Available Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the Revolving Loans shall not at any time LC Obligations exceed the lesser Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of (i) all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time with the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit written consent of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substanceCompany, and shall contain terms and conditions, satisfactory to the Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the each LC Issuer or to (provided that any other Person increase in such amount with respect to any Letter LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of Credit the Company and for any other reasonable out-of-pocket costssuch LC Issuer) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, fees and expenses incurred by Agent in connection with (y) have an expiry date later than the application for, earlier of (1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or amendment extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to any Letter which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of Creditsuch Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the scheduled Termination Date or (z) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one or more LC Issuers (each LC Issuer so agreeing to an increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that each Increasing LC Issuer and until Agent and/or Lenders each Additional LC Issuer shall be so reimbursed by Borrowerssubject to the approval of the Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuer to increase its Facility LC Commitment. Notwithstanding the foregoing, such payments by Agent and/or any Lender or any the letters of their respective Affiliates credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be part “Facility LCs” issued on the Closing Date for all purposes of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Documents.

Letter of Credit Facility. Subject to the provisions of Section 3 hereof and subject terms hereof, Issuing Lender will, from time to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request time and for its own account and not on behalf of the account of any Lenders, upon request by Borrower, cause the LC Issuer to issue one or more Letters of CreditCredit for the account of Borrower, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility aggregate face amount of such Letters of Credit (including the amount of the requested Letter of Credit but exclusive of the SBID Letter of Credit) does not exceed $500,000, and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after no later than one year from issuance or the Termination Date Maturity Date. If the requested Letter of Credit will be an extension of the SBID Letter of Credit, such SBID Letter of Credit shall not be in an amount greater than the lesser of (i) $1,105,743.00 or (ii) the Borrowing Base minus the aggregate principal amount of all Revolving Loans. As an additional condition to the issuance of any Letter of Credit, Borrower shall execute and deliver Issuing Lender's customary Letter of Credit application and shall pay to Issuing Lender for its account only a Letter of Credit fee, payable quarterly in advance, beginning with the date of issuance and each January 1, April 1, July 1 and October 1 thereafter, in an amount equal to the greater of (i) $500.00 or (ii) one and one-quarter percent (1.25%) per annum (pro-rated for periods of less than one year) of the unfunded face amount thereof. Such Letter of Credit shall be issued in form satisfactory to Issuing Lender. The amount, if any, from time to time drawn by the beneficiary of a Letter of Credit shall be reimbursed and paid by Borrower to Issuing Lender ON DEMAND, or, at Issuing Lender's option, charged as a Revolving Loan to Borrower pursuant to SECTION 2.1(a), whether or not Borrower would then be entitled to an Advance for such amount pursuant to SECTION 2.1(a); Lenders are authorized to make any such Loan on the request of Issuing Lender; provided, however, if such Loan would cause the aggregate amount of the Loans then outstanding (including the Loan to be made with respect to the reimbursement of the Letter of Credit) to exceed the Borrowing Base, the amount of such Loan equal to such excess shall be made solely by the Lender who is also the Issuing Lender. The reimbursement obligations and all other obligations of Borrower to Issuing Lender with respect to all Letters of Credit shall be secured by Liens in the Collateral that rank PARI PASSU with the Liens of the Lenders in the Collateral; accordingly each Dollar realized on the Collateral and the term proceeds thereof shall be shared by the Lenders, on the one hand, and the Issuing Lender, on the other hand, in the proportion that the Obligations (determined without inclusion of any Letter of Credit shall not exceed 360 days from Exposure) and the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit Exposure bears to one another; provided, however, in accordance with this Agreementdetermining the Letter of Credit Exposure of the Issuing Lender, each Lender all Letter of Credit Exposure, contingent or otherwise, shall be deemed to have irrevocably and unconditionally purchased and received from Agentincluded in any calculation; provided, without recourse or warrantyfurther, an undivided interest and participation therein to that if the extent Issuing Lender receives any proceeds of such Lender's Pro Rata Share (including, without limitation, all obligations Collateral on account of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit which, at the time of receipt of the proceeds, may still be drawn upon and which thereafter expires without being drawn upon, then such proceeds shall be reallocated among the Lenders and the Issuing Lender on the basis of a new determination of Obligations and Letter of Credit Exposure. Prior to such reallocation or the application of such proceeds to unpaid reimbursement obligations of Borrower to Issuing Lender, Issuing Lender shall hold such proceeds in an interest bearing cash collateral account (except the "CASH COLLATERAL ACCOUNT") which shall be in the name of and under the sole dominion and control of Issuing Lender for the benefit of itself and Lenders pursuant to the extent terms hererof. Borrower agrees to execute and deliver to Issuing Lender such liability documentation with respect to the Cash Collateral Account as Issuing Lender may request and hereby pledges and grants to Issuing Lender, for the benefit of Agent Issuing Lender and Lenders, a security interest in all such proceeds and funds held in the Cash Collateral Account from time to time and all interest thereon, claims and choses in action in respect thereof, and the proceeds thereof, as additional security for the payment of all amounts due in respect of the Letter of Credit Exposure, whether or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)not then due, and all other Obligations.

Letter of Credit Facility. Subject to The Borrower may request, by the provisions submission of Section 3 hereof and subject to an Application Form, that the other provisions and conditions Issuer issue Standby Letters of this AgreementCredit, Agent may in for its discretion at Borrower Representative’s request and own account or for the account of any Borrowerdesignee of the Borrower acceptable to the Issuer (the Borrower or such designee, cause as applicable, the LC “Applicant”; provided that, for the avoidance of doubt, the Borrower shall remain primarily liable to the Issuer hereunder for payment and reimbursement of all Obligations payable in respect of any Standby Letter of Credit issued hereunder) during the period commencing on the date hereof and expiring on the earlier to occur of (x) May [__], 2019, (y) the termination or satisfaction of the commitments or obligations under the Revolving Credit Agreement and (z) in the event the Issuer delivers to the Borrower a written notice of termination of the Issuer’s obligations hereunder, the termination date specified in such written notice; provided that, unless an Event of Default shall have occurred and be continuing, such termination date shall be not less than sixty (60) days after the delivery of such written notice. The Issuer agrees to issue one or more Standby Letters of Credit prior to the date of termination of the Issuer’s obligations hereunder in accordance with and subject to the terms and conditions hereof, including the satisfaction of each of the conditions set forth in Section 3 with respect to each requested issuance of a Standby Letter of Credit. No Standby Letter of Credit may have an expiration date (including expiration under any automatic renewal of any Standby Letter of Credit unless such automatic renewal is subject to cancellation by the Issuer upon not more than 60 days’ (or such longer period as Issuer may agree in its sole discretion) notice to the Beneficiary of such Standby Letter of Credit) that is on or after May [__], provided that the 2019. The aggregate outstanding face amount of LC Obligations Standby Letters of Credit issued hereunder (whether or not drawn) shall not exceed $5,000,000 at any time exceed $3,000,000 outstanding (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the “Maximum Revolving Facility and (ii) the Borrowing BaseAmount”). The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Each Standby Letter of Credit shall be available unless as governed by the terms of this Agreement and the date of issuance, no order of any court, arbitrator or other Governmental Authority Facility Documents and shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type only be issued and payable in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Dollars. Each Standby Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent will be issued in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard a form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject reasonably acceptable to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Issuer.

Letter of Credit Facility. Subject So long as no Default hereunder has occurred, the Bank shall make available to the provisions of Section 3 hereof Borrower and subject to its Subsidiaries a credit facility within the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 Commitment (the "LC Letter of Credit Facility") and whereby the sum Bank will issue up to an aggregate of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of Ten Million Dollars ($10,000,000.00) against amounts available under the Revolving Loans shall not at Line of Credit Facility, of letters of credit (a "Letter of Credit") for the Borrower's or one of its Subsidiaries' account with an expiration date on any time exceed specific Letter of Credit no later than the lesser Termination Date, unless the Bank chooses to issue a Letter of (i) Credit to expire after the Maximum Revolving Facility and (ii) the Borrowing BaseTermination Date. The LC Facility is a sublimit of the Maximum Revolving Facility. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of a tenor and in form and substanceissuance, and shall contain terms and conditionsutilizing documentation prevailing at such times and, satisfactory to Agent and if drawn upon, amounts paid thereon will be repaid upon demand by the LC Issuer. Borrowers shallBorrower (and, jointly and severallyif applicable, reimburse Agent and/or Lenders, immediately upon demand, its Subsidiary for any payments made by Agent and/or Lenders or any of their respective Affiliates to whose account the LC Issuer or to any other Person with respect to any Letter of Credit and for was issued) in full reimbursement to the Bank of all such amounts drawn upon under any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter all Letters of Credit, and until Agent and/or Lenders shall pursuant hereto, or to such additional reimbursement obligations as may be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of any documentation executed by the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and Borrower in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority conjunction with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters Letter(s) of Credit. Any rightsTo the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, remedies, duties the amount of such drawings shall be charged as Revolving Line of Credit Loans. The amount of outstanding commitments under issued Letters of Credit plus the aggregate amounts drawn under any Letters of Credit and not reimbursed by the Borrower to the Bank shall reduce availability under the Revolving Line of Credit Facility. This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any one of its Subsidiaries is the account party of a particular Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).

Letter of Credit Facility. Subject to, and upon the terms and conditions, and in reliance upon the representations and warranties of Intermet set forth in this Agreement, each of the Domestic Lenders hereby establishes its Letter of Credit Commitment in favor of Intermet whereby the Domestic Lenders agree to purchase participation interests in an amount not to exceed such Domestic Lender's Letter of Credit Commitment in Workers Compensation Letters of Credit issued by the Agent on behalf of Intermet pursuant hereto. Intermet may request, in accordance with the provisions of this Section 3 hereof 4.01 and subject to Section 4.02 and the other provisions and conditions terms of this Agreement, that on and after the Closing Date but prior to the Final Maturity Date, the Agent may in its discretion at Borrower Representative’s request and issue a Workers Compensation Letter or Letters of Credit for the account of any Borrower, cause the LC Issuer Intermet in support of certain contingent obligations of Intermet or its Subsidiaries relating to issue one or more Letters of Credit, worker's compensation insurance; provided that the aggregate outstanding amount application for such Workers Compensation Letters of LC Obligations Credit issued by the Agent shall not at any time exceed $3,000,000 (be in the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of form substantially identical to Exhibit D attached hereto, provided further that (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Workers Compensation Letter of Credit shall have an expiration date that is later than one year after the Termination Date and the term date of any issuance thereof (provided that a Workers Compensation Letter of Credit may provide that it is extendible for consecutive one year periods); (ii) in no event shall not exceed 360 days from the date any Workers Compensation Letter of issuance, subject to any discretionary extensions agreed to Credit issued by the LC Issuer thereof at least thirty days before Agent have an expiration date (or be extended so that it will expire) later than the expiration thereof. All Final Maturity Date; (iii) no more than eight (8) Workers Compensation Letters of Credit (including issued by the issuance thereof) Agent shall be subject outstanding hereunder at any one time; and (iv) Intermet shall not request that the Agent issue any Workers Compensation Letter of Credit, if, after giving effect to such issuance, the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a aggregate Workers Compensation Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to Obligations would exceed the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Facility.

Letter of Credit Facility. Subject to and upon the provisions of Section 3 hereof and subject to the other provisions terms and conditions of this Agreementherein set forth, Agent the Borrower may in its discretion at Borrower Representative’s request and FNB-O on behalf of the Revolving Lenders shall issue from time to time for the account of any Borrower, cause the LC Issuer to issue Borrower or one or more of its Subsidiaries letters of credit (the "Letters of Credit"); provided, provided that however, FNB-O shall have no obligation to issue any such Letter of Credit unless at such time the Borrower meets all the conditions for an Advance under the Base Revolving Credit Facility and, after such issuance, the aggregate Letter of Credit Amount outstanding amount will not exceed $5,000,000 and the Principal Loan Amount will not exceed the then available Base Revolving Credit Facility, all as more specifically set forth in this Agreement. The Revolving Lenders shall be obligated to fund pro rata according to their respective pro rata percentages shown in Section 2.1 of LC Obligations this Agreement any draws on such Letters of Credit and shall not be entitled to share pro rata in the Letter of Credit Fees and reimbursement amounts received in connection with such Letters of Credit. The Letter of Credit Amount outstanding at any time exceed $3,000,000 (shall operate to reduce amounts available to be drawn under the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Base Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Credit Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substanceby such sum, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part outstanding for purposes of calculating the Revolving Loan. In addition to being subject to the satisfaction commitment fee under Section 2.2 (a) of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Creditthis Agreement. No Letter of Credit shall have a maturity date occurring later than the Termination Date of this Agreement; provided, however, FNB-O, upon five days prior written notice to the other Revolving Lenders, may issue one or more Letters of Credit in an expiration date aggregate amount not to exceed $1,000,000.00 in Letters of Credit under this Agreement with a maturity occurring after the Termination Date of this Agreement (a "Non-Conforming Letter of Credit"), but no other Revolving Lender shall be obligated to fund any draws on such Non-Conforming Letters of Credit and shall not be entitled to share pro rata in the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject Fees and reimbursement amounts received in connection therewith unless such Revolving Lender elects in writing to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All participate in such Non-Conforming Letters of Credit after receipt of notice from FNB-O. Except as provided in the preceding sentence, any such Non-Conforming Letters of Credit shall in all other respects be deemed a "Letter of Credit" under this Agreement. Any reference in this Agreement (including without limitation Articles VII and VIII) to a "loan" or "loans" made under this Agreement shall include the issuance thereof) shall be subject to Letters of Credit, and, for purposes of Article VII, amounts outstanding under the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender Notes shall be deemed to have irrevocably include amounts available to be drawn and unconditionally purchased unreimbursed drawings under issued and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent outstanding Letters of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Credit.

Letter of Credit Facility. Subject Upon receipt of duly executed applications therefor, and such other documents, instructions and agreements as such Issuing Lender may reasonably require, and subject to the provisions of Section 3 hereof Article IV, the Administrative Agent shall, or any other Lender in its sole discretion may, issue letters of credit denominated in Dollars or in any Agreed Currency for the account of Brightpoint or BPI, on terms as are satisfactory to such Issuing Lender; provided, however, that no Facility Letter of Credit will be issued for the account of Brightpoint or BPI by an Issuing Lender if on the date of issuance, before or after taking such Facility Letter of Credit into account, (i) the Dollar Amount of the Revolving Credit Obligations at such time would exceed the Aggregate Revolving Loan Commitments at such time or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations exceeds Forty Million and subject 00/100 Dollars ($40,000,000); and provided, further, that no Facility Letter of Credit shall be issued which has an expiration date more than one year after the date of issuance of such Facility Letter of Credit or an expiration date later than the date which is five (5) Business Days immediately preceding the Termination Date; provided, further, that although such letters of credit were issued prior to the other provisions and conditions date of this Agreement, Agent may in its discretion at Borrower Representative’s request and for effective on the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Closing Date all Existing Letters of Credit shall be treated as Facility Letters of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC IssuerCredit hereunder. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Each Facility Letter of Credit may, upon the request of the applicable Borrower, include a provision whereby such Facility Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Termination Date) unless the Issuing Lender notifies the beneficiary thereof at least 30 days prior to the then-applicable expiry date that such Facility Letter of Credit will not be renewed. Prior to issuing any Facility Letter of Credit, the applicable Issuing Lender shall request and the Administrative Agent shall provide confirmation that the request for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection such Facility Letter of Credit complies with the application for, issuance provisions of or amendment this Section 2.20. If the Administrative Agent notifies the applicable Issuing Lender that it is authorized to any issue such Facility Letter of Credit, and until Agent and/or Lenders the conditions described in Article IV have been satisfied, then such Issuing Lender shall be so reimbursed by Borrowers, issue such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Facility Letter of Credit as requested. The applicable Issuing Lender shall be available unless as give the Administrative Agent and each Lender prompt notice of the date of issuance, no order issuance of any courtsuch Facility Letter of Credit by it. Each Issuing Lender shall furnish to the Administrative Agent and each Lender on the first Business Day of each month a written report, arbitrator with respect to each outstanding Facility Letter of Credit issued by such Issuing Lender, summarizing whether such Facility Letter of Credit is a standby or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed commercial Facility Letter of Credit, the maximum amount available to be drawn thereon, and no law, rule or regulation applicable to money center banks generally the beneficiary and no request or directive (whether or not having the force issuance and expiration dates thereof. Together with each such monthly report each Issuing Lender shall provide the Administrative Agent a copy of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such each Facility Letter of Credit refrain from, issued by such Issuing Bank during the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)previous month.

Letter of Credit Facility. Subject So long as no Default hereunder has occurred, the Bank shall make available to the provisions of Section 3 hereof Borrower and subject to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 Subsidiaries a credit facility (the "LC Letter of Credit Facility") and whereby the sum Bank will issue up to an aggregate of Ten Million Dollars ($10,000,000.00) of letters of credit (a "Letter of Credit") for the aggregate outstanding amount Borrower's or one of LC Obligations and its Subsidiaries' account with an expiration date on any specific Letter of Credit no later than the aggregate principal amount Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing BaseTermination Date. The LC Facility is a sublimit of the Maximum Revolving Facility. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of a tenor and in form and substanceissuance, and shall contain terms and conditionsutilizing documentation prevailing at such times and, satisfactory to Agent and if drawn upon, amounts paid thereon will be repaid upon demand by the LC Issuer. Borrowers shallBorrower (and, jointly and severallyif applicable, reimburse Agent and/or Lenders, immediately upon demand, its Subsidiary for any payments made by Agent and/or Lenders or any of their respective Affiliates to whose account the LC Issuer or to any other Person with respect to any Letter of Credit and for was issued) in full reimbursement to the Bank of all such amounts drawn upon under any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter all Letters of Credit, and until Agent and/or Lenders shall pursuant hereto, or to such additional reimbursement obligations as may be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of any documentation executed by the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and Borrower in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority conjunction with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters Letter(s) of Credit. Any rightsTo the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, remediesand to the extent there is availability sufficient under the Commitment, duties the amount of such drawings shall be charged as Revolving Line of Credit Loans. To the extent there is insufficient availability under the Commitment, the reimbursement obligations resulting from such drawings shall be evidenced by and subject to the terms of a single, master back-up demand note (the "Back-Up L/C Demand Note") in the form attached hereto as Exhibit "B". This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any one of its Subsidiaries is the account party of a particular Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).

Letter of Credit Facility. SECTION 3.1 L/C COMMITMENT. Subject to the provisions terms and conditions hereof, the Issuing Lender, in reliance on the agreements of Section 3 hereof and subject to the other provisions and conditions Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and Credit for the account of the Borrower on any BorrowerBusiness Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, cause that the LC Issuer Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment, (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment or more (c) the Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Commitment. Each Letter of Credit (other than the Existing Letters of Credit, provided that the aggregate outstanding ) shall (i) be denominated in a Permitted Currency (ii) be in a minimum Dollar amount of LC Obligations $100,000 or in a Dollar amount less than $100,000 if approved in writing by the Administrative Agent in its sole discretion (or the Alternative Currency Amount thereof with respect to Alternative Currency Letters of Credit), (iii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business or a commercial letter of credit issued to purchase goods in the ordinary course of business, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (A) two (2) years after the date of issuance of such Letter of Credit or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.

Letter of Credit Facility. Subject to the provisions of Section 3 hereof and subject to the other provisions and conditions of this Agreement, Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) As part of its agreement to extend Revolving Credit Advances, the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit Lenders have agreed that STB will issue to third-party beneficiaries on behalf of the Maximum Revolving Facility. The Borrower and/or its Subsidiaries standby Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount maximum aggregate face amounts of the proposed Letter of Credit, and no law, rule or regulation applicable up to money center banks generally and no request or directive (whether or not having the force of law) from $5,000,000 outstanding at any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowerstime. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term issuance of any Letter of Credit shall reduce Borrower's ability to receive Revolving Credit Advances by an amount equal to the face amount of such outstanding Letter of Credit. Additionally, any payment by STB under a Letter of Credit shall, as long as the Revolving Credit Loan Commitments are still in effect and have not exceed 360 days been prepaid in whole and terminated, be treated as an Advance under the Revolving Credit Loan Commitments, and the terms and provisions of repayment shall be as set forth in the Revolving Credit Note. Subject to and upon the terms and conditions herein set forth, until the Revolving Credit Termination Date, Borrower may request from the date of issuance, subject time to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All time that STB issue standby Letters of Credit for the account of Borrower or any Subsidiary of Borrower. Borrower shall deliver to STB any information regarding the requested Letter of Credit as STB may reasonably request, and shall, and shall cause its applicable Subsidiary to, execute an Application and Agreement for Standby Letter of Credit in the customary form approved by STB (for all purposes of this Agreement, to the extent any such application and agreement contains any terms inconsistent with this Agreement, the provisions of this Agreement shall govern). STB shall issue and deliver to the Borrower or such Subsidiary, as the case may be, or the beneficiary, each Letter of Credit so requested within three Business Days of submission of such completed application, and such other requested information, in each case. The language of the Letter of Credit, including the issuance thereof) requirements for a draw thereunder shall be subject to the limitations reasonable approval of STB. Borrower shall be jointly and conditions set forth in Section 2.18. Immediately upon severally liable with the issuance of a Subsidiary for whose account the Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent is issued for payment of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur amounts owing in connection with any the Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)Credit.

Letter of Credit Facility. Subject to Each Issuing Bank severally agrees, on the provisions of Section 3 hereof and subject to the other provisions terms and conditions hereinafter set forth, to issue letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and credit (the "Letters of Credit") for the account of the Borrower and its Guarantor Subsidiaries from time to time on any Borrower, cause Business Day during the LC Issuer to issue one or more period from the Effective Date until 30 days before the Termination Date (i) in an aggregate Available Amount for all Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall Credit issued hereunder not to exceed at any time exceed $3,000,000 the Letter of Credit Facility at such time and (the "LC Facility"ii) and the sum in an Available Amount for each such Letter of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall Credit not at any time to exceed the lesser of (i1) the Maximum Revolving Letter of Credit Facility and (ii) at such time minus the Borrowing Base. The LC Facility is a sublimit aggregate Available Amount of the Maximum Revolving Facility. The all other Letters of Credit shall be of a tenor then outstanding and in form and substance, and shall contain terms and conditions, satisfactory to Agent and (2) the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Unused Revolving Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part Commitments of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of Lenders at such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credittime. No Letter of Credit shall have an expiration date after (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date and (A) in the term case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a "Notice of Renewal") given to the Issuing Bank that issued such Standby Letter of Credit and the Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a "Notice of Termination") and (B) in the case of a Trade Letter of Credit, 90 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall not exceed 360 days from expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of issuancereceipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, subject unless instructed to any discretionary extensions agreed to the contrary by the LC Issuer thereof at least thirty days before Agent or the expiration thereof. All Letters Borrower, deem that a Notice of Credit (including the issuance thereof) shall be subject to the limitations Renewal had been timely delivered and conditions set forth in Section 2.18. Immediately upon the issuance such case, a Notice of a Letter of Credit in accordance with this Agreement, each Lender Renewal shall be deemed to have irrevocably been so delivered for all purposes under this Agreement. Within the limits of the Letter of Credit Facility, and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein subject to the extent limits referred to above, so long as any Issuing Bank, in its sole discretion, elects to issue Letters of such Lender's Pro Rata Share (includingCredit, without limitationthe Borrower may request the issuance of Letters of Credit under this Section 2.03(a), all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with repay any Letter of Credit (except Advances resulting from drawings thereunder pursuant to Section 2.05 or 2.06 and request the extent such liability issuance of Agent or any Lender is found in a final non-appealable judgment by a court additional Letters of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconductCredit under this Section 2.03(a).

Letter of Credit Facility. SECTION 3.1 L/C COMMITMENT. Subject to the provisions terms and conditions hereof, the Issuing Lender, in reliance on the agreements of Section 3 hereof and subject to the other provisions and conditions Lenders set forth in Section 3.4(a), agrees to issue standby Letters of this Agreement, Agent may in its discretion at Borrower Representative’s request and Credit for the account of the Borrower on any BorrowerBusiness Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; PROVIDED, cause that the LC Issuer Issuing Lender shall have no obligation to issue one any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or more (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the then applicable Borrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit), provided that (ii) be a standby letter of credit issued to support obligations of the aggregate outstanding amount Borrower or any of LC Obligations its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than ninety (90) Business Days prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed $3,000,000 (the any limits imposed by, any Applicable Law. References herein to "LC Facility") issue" and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The derivations thereof with respect to Letters of Credit shall be also include extensions or modifications of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers shall, jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to any other Person with respect to any Letter of Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by Agent in connection with the application for, issuance of or amendment to any Letter existing Letters of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of unless the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the date of issuance, no order of any court, arbitrator or other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed issuer of such Letter of Credit refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of Credit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct)context otherwise requires.