Common use of Commitment Clause in Contracts

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms of and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed file lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall control; (vi) unless such not exceed $5,000,000. No Letter of Credit is governed by shall be issued (Aincluding any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the Uniform Customs aggregate Stated. Amount of all Letters of Credit shall not at any time exceed $5,000,000 and Practice for Documentary Credits (2007 Revision)ii) Revolving Outstandings will not at any time exceed the Revolving Line, International Chamber of Commerce Publication No. 600, or (Bb) the International Standby Practices conditions set forth in Section 3 have been satisfied, (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress c) the issuance of the International Chamber Letter of Commerce and adhered to by Credit would not violate one or more policies of the Issuing Lender; , and (viid) if any no order, judgment Judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Lender from issuing such the Letter of Credit, Credit requested or any Legal Requirement applicable to the Issuing Lender or any from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over shall prohibit the Issuing Lender shall prohibitfrom issuing, or request that the Issuing any Lender refrain fromfrom taking an assignment of its Pro Rata Share of, the issuance Letter of Credit requested or letters of credit generally generally, or such Letter of Credit in particular or shall will impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (not in effect on the closing Date and for which the Issuing Lender is not otherwise already compensated for hereunder) not in effect on the date hereof, or shall will impose upon on the Issuing Lender any unreimbursed loss, cost or expense which that was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx Closing Date deemed to be material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed it by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement Effective Date until 30 thirty (30) days prior to the Maturity Revolving Commitment Termination Date, at the request of the BorrowerBorrower Representative, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, amend, increase, renew or extend the Expiration Date of, Letters of Credit for the account of a Borrower and for the direct or indirect benefit of a Borrower and its Subsidiaries on any Business Day. No Letter of Credit will be issued, amended, increased, renewed or extended: (i) if such issuance, amendment, increase, renewal or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser Letter of (1) the aggregate Commitments Credit Sublimit in effect at such time and (2B) the Borrowing Base Aggregate Revolving Commitments then in effect at such time minus, in each case under this clause (B), minus the sum Outstanding Amount of the aggregate outstanding principal amount of all Advances at such timeRevolving Advances; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension), and (B) five (5) Business Days prior to the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond five (5) Business Days prior to the Maturity Date) so long as such Letter of Credit is subject to a right of the Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary of such Letter of Credit at least thirty (30) days in advance of such renewal; (iii) unless such Letter of Credit Documents are in form and substance reasonably acceptable to the Issuing Lender in its sole discretionBank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower Representative has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing LenderBank; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve reserve, liquidity or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender Bank applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing LenderBank, if such Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or if any Lender is at such that time a Defaulting Lender hereunderLender, unless the Issuing Lender Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory arrangements to the Issuing Bank with the Borrower Borrowers or such Lender to eliminate the Issuing LenderBank’s risk actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to such Lenderthe Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Commitment. From (a) Each Bank severally agrees, subject to Section 2.1(c) and the other terms and conditions set forth in this Agreement, to lend to Borrower from time to time from the date of this Agreement until 30 days prior to the Maturity Date, Termination Date amounts not to exceed in the aggregate at the request of the Borrowerany one time outstanding, the Issuing Lender shall, on amount of such Bank’s Commitment reduced by an amount equal to the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters sum of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: such Bank’s (ix) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed plus (y) Commitment Percentage of the lesser outstanding principal amount of all Swing Line Loans. Each Borrowing shall (i) be in an aggregate principal amount of $250,000 or any larger integral multiple of (A) $5,000,000 and 250,000 in the case of a Eurodollar Borrowing, or (B) $50,000 in the case of an amount equal to the lesser of (1) the aggregate Commitments at such time Adjusted Base Rate Borrowing, and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a), and request new Borrowings under this Section 2.1(a). (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same (“Letter of Credit has an Expiration Date later than Issuer”), will issue Letters of Credit, from time to time during the earlier Letter of Credit Period upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) one year after the date total Letter of issuance thereof Credit Exposure then existing, and (B) the Maturity Date; amount of the requested Letter of Credit, does not exceed $5,000,000, and (iiiii) unless Borrower would be entitled to a Borrowing under Section 2.1(a) and Section 2.1(c) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Documents are Issuer, Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer and shall have an expiration date (or must be terminable at the Issuing Lender option of Letter of Credit Issuer) no later than one (1) year from the date of issuance. Upon the date of issuance of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone, teletransmission or telex setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (1) the applicable Letter of Credit Fee in accordance with Section 2.13 hereof, and (2) at the time of issuance of each Letter of Credit, the applicable Letter of Credit Fronting Fee. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee to the Letter of Credit Issuer for its own account. Any amendment, modification, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements in form and substance reasonably satisfactory to Administrative Agent which it may, in its sole discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured or waived, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer immediately upon demand by such Letter of Credit Issuer, and in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it. Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from but excluding the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Adjusted Base Rate; provided, that, in the event Borrower does not reimburse such Letter of Credit Issuer within one Business Day after the date payment is made under any such Letter of Credit, interest on the amount paid or disbursed by Letter of Credit Issuer shall accrue, from but excluding such due date to and including the date of payment, at the lesser of the Maximum Lawful Rate or the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by Administrative Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrower on the one hand, Administrative Agent and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Administrative Agent, Letter of Credit Issuer nor any Bank shall be responsible for any of the following (except to the extent resulting from its gross negligence or willful misconduct): (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any Letter of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of the Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money errors, omissions, interruptions or delays in transmission or delivery of any Personmessages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter errors in interpretation of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall controltechnical terms; (vi) unless any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent or any Bank. Borrower shall be obligated to reimburse each Letter of Credit Issuer upon demand for all amounts paid under Letters of Credit as set forth in the immediately preceding paragraph hereof; provided, however, if Borrower for any reason fails to reimburse such Letter of Credit is governed Issuer in full upon demand, Banks shall reimburse such Letter of Credit Issuer in accordance with each Bank’s Commitment Percentage for amounts due and unpaid from Borrower as set forth hereinbelow; provided, however, that no such reimbursement made by Banks shall discharge Borrower’s obligations to reimburse Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 2.1(b) shall include interest thereon at the Federal Funds Rate, from the date of the payment of such amounts by any Letter of Credit Issuer to the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers. (c) No Bank will be obligated to lend to Borrower or incur Letter of Credit Exposure under this Section 2.1, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) during the existence of any Borrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this Section 2.1(c) shall be deemed to limit any Bank’s obligation to (A) the Uniform Customs and Practice for Documentary Credits (2007 Revisionreimburse any Letter of Credit Issuer with respect to such Bank’s participation in Letters of Credit issued by such Letter of Credit Issuer as provided in Section 2.1(b), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber fund any Refunding Borrowing provided that Borrower is in compliance with Section 4.5 of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lenderthis Agreement.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower on any Business Day. No ; (i) provided that no Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A1) $5,000,000 and 300,000,000 or (B2) an amount equal to the lesser of (1x) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeor (y) the Borrowing Base less the aggregate outstanding principal amount of all Advances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A1) one year 12 months after the date of issuance thereof and (Bor, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit) or (2) five days prior to the Maturity Date; (iiiC) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; and (ii) provided that, if further that the terms of Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;if: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than DollarsBank; or (xC) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender Bank is at such that time a Defaulting Lender hereunderBank, unless the Issuing Lender Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory arrangements to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to such Lenderthe Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. As of the Effective Date, the Existing Letters of Credit shall be deemed “Letters of Credit” hereunder and shall be subject to the terms and provisions set forth herein.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case case, under this clause (B), b) the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 30 days prior to the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;and (vi) unless such Letter of Credit is governed by (A1) the Uniform Customs and Practice for Documentary Credits (2007 2006 Revision), International Chamber of Commerce Publication No. 600500, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590600, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree . If the terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit Application referred to in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement foregoing clause (for which the Issuing Lender is not otherwise compensated hereunderv) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Tranche A Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 10,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such timeUnused Tranche A Commitment Amount; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 30 days prior to the Tranche A Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatand (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), if International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any such Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from and including the date of this Agreement until 30 days and prior to the Maturity Facility Termination Date, at each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make (a) Revolving Loans to the Borrower in Agreed Currencies and participate in Facility LCs issued upon the request of the Borrower, provided that, (i) after giving effect to the Issuing Lender shallmaking of each such Loan and the issuance of each such Facility LC, on the terms Dollar Amount of such Lender’s Revolving Exposure shall not exceed its Revolving Commitment, (ii) after giving effect to the making of each such Loan and conditions hereinafter set forththe issuance of each such Facility LC, issuethe aggregate Dollar Amount of the Revolving Exposures in Agreed Currencies other than Dollars shall not exceed the Maximum Foreign Currency Amount, increase, or extend the Expiration Date of, Letters of Credit for the account of and (iii) all Base Rate Loans shall be made in Dollars and (b) a Term Loan in Dollars to the Borrower on any Business Day. No Letter of Credit will be issuedthe Effective Date, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minusAdministrative Agent’s designated account, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date not later than the earlier of (A) one year after time specified by the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable Administrative Agent. Subject to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. Amounts repaid in respect of this Agreement shall control; Term Loans may not be reborrowed. Unless previously terminated, (vi) unless such Letter of Credit is governed by (Ai) the Uniform Customs and Practice for Documentary Credits Term Loan Commitments shall terminate at 1:00 p.m. (2007 Revision), International Chamber of Commerce Publication No. 600, or (BMilwaukee time) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or Effective Date and (ii) all other Commitments shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable terminate on the date hereof Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and which the Issuing Lender conditions set forth in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender2.19.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such timeUnused Commitment Amount; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 30 days prior to the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;and (vi) unless such Letter of Credit is governed by (A1) the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree . If the terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit Application referred to in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement foregoing clause (for which the Issuing Lender is not otherwise compensated hereunderv) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. From time to time from after the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the BorrowerBorrowers, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower Borrowers on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 2,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments Commitment at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable content satisfactory to the Issuing Lender in its sole reasonable discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has Borrowers have delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatprovided, that if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;; or (ix) except as otherwise agreed by the Issuing Lender, if the Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Revolving Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Revolving Commitments minus the aggregate outstanding principal amount of all Revolving Advances at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of minus the aggregate outstanding principal amount of all Revolving Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 30 days prior to the Revolving Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A1) the ICC Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender;; and (vii) if any orderLender becomes, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain and during the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time period it remains a Defaulting Lender hereunderor Potential Defaulting Lender, unless the Issuing Lender has entered into Bank is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Revolving Commitments of the Non-Defaulting Lenders or by deposits in the Cash Collateral Account or a combination thereof satisfactory arrangements to the Issuing Bank. If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter hereof, the Issuing Lender, in reliance on the agree- ments of the other Lenders set forthforth in Section 2A.4(a), issue, increase, or extend the Expiration Date of, agrees to issue standby letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day. No Day from the Closing Date through but not including the date which is sixty (60) days prior to the 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 any Letter of Credit will be issuedif, increased, or extended: (i) if after giving effect to such issuance, increase, or extension would cause (a) the Letter of Credit Exposure to Obligations would exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and L/C Commitment or (2) the Borrowing Base in effect at such time minus, in each case under this clause or (B), b) the sum of the aggregate outstanding principal amount of all Advances at such time; outstanding Loans and Letter of Credit Obligations would exceed the lesser of (1) the Aggregate Commitment or (2) the Borrowing Base. Each Letter of Credit shall (i) be denominated in Dollars, (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is be a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not supporting more than one year later in the repayment case of indebtedness for borrowed money a standby letter of any Person; credit but in no event later than the Termination Date and (viv) unless the Borrower has delivered be subject to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision)and, International Chamber to the extent not inconsistent therewith, the laws of Commerce Publication Nothe State of North Carolina. 600The Issuing Lender shall not issue any Letter of Credit hereunder if such issuance would conflict with, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender limits imposed by any Applicable Law. References herein to "issue" and derivations thereof with respect to such Letter Letters of Credit any restrictionshall also include extensions, reserve modifications or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default confirmations of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunderexisting Letters of Credit, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lendercontext otherwise requires.

Commitment. From time to time from the date of this Agreement until 30 10 days prior to the Maturity Date, at the request of the Borrower, the requested Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 40,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 10 days prior to the Maturity Date; (iii) if such Letter of Credit has an expiration date later than one year after its issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the applicable Issuing Lender for additional one-year periods; (iv) unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (ivv) unless if such Letter of Credit is a standby letter of credit credit, it does not supporting support the repayment of indebtedness for borrowed money of any Person; (vvi) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vivii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (viiviii) by Union Bank of California, N.A., as Issuing Lender, if any ordersuch issuance, judgment increase or decree extension would cause the sum of any Governmental Authority or arbitrator shall by its terms purport (A) the Reimbursement Obligations owing to enjoin or restrain the Union Bank of California, N.A., as Issuing Lender from issuing such Letter plus (B) the aggregate undrawn maximum face amount of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter all outstanding Letters of Credit in particular or shall impose upon the issued by Union Bank of California, N.A., as Issuing Lender with respect Lender, to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generallyexceed $35,000,000; (ix) except by any Issuing Lender (other than Union Bank of California, N.A.) unless such issuance, increase or extension, if made by Union Bank of California, N.A. as otherwise agreed by the Issuing Lender, if Letter would cause the sum of (A) the Reimbursement Obligations owing to Union Bank of California, N.A., as Issuing Lender plus (B) the aggregate undrawn maximum face amount of all outstanding Letters of Credit is to be denominated in a currency other than Dollarsissued by Union Bank of California, N.A., as Issuing Lender would exceed $35,000,000; orand (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or if any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the such Issuing Lender’s risk with respect to such Defaulting Lender (including depositing cash collateral into the Cash Collateral Account equal to the Defaulting Lender’s Pro Rata Share of the Letter of Credit Exposure attributable to such Letter of Credit, or if acceptable to such Issuing Lender, the Administrative Agent and the Borrower, calculating each Lender’s participation in the Letter of Credit subject to such issuance, increase or extension without giving effect to such Defaulting Lender’s Pro Rata Share; provided, however, that after giving effect thereto, no Lender’s participation in such Letter of Credit would exceed its Unused Commitment Amount). If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Commitment. From time Subject to time from the date terms and conditions of this Agreement until 30 days prior to Agreement, the Maturity DateCommitment may be used, at upon the request of the BorrowerCompany, by the issuance by the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters Bank of Credit standby letters of credit for the account of the Borrower on any Business Day. No Letter of Credit will be issuedCompany, increased, or extendedprovided that: (i) if such issuance, increase, or extension would cause the in no event shall any Letter of Credit Exposure be issued after the Termination Date, (ii) in no event shall the aggregate amount of all Letter of Credit Liabilities exceed the Commitment, or (iii) each such Letter of Credit shall provide that it shall expire on a date no later than the first anniversary of the Closing Date, or (iv) any Letter of Credit which provides for automatic renewal upon the expiration date thereof shall provide that such automatic renewal or extension may be terminated by notice from the Issuing Bank to exceed the beneficiary of such Letter of Credit not less than 60 days prior to the date of such renewal or extension. The following additional provisions shall apply to Letters of Credit: (a) The Company shall give the Issuing Bank at least five Business Days’ irrevocable prior notice and application (effective upon receipt), or such shorter period as the Issuing Bank may agree, specifying the Business Day (which shall be no later than the Termination Date) each Letter of Credit is to be issued, the account party or parties therefor and the proposed form of such Letter of Credit, which notice and application shall be in substantially the form of Exhibit A attached hereto (the “Application”). (b) Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Issuing Bank shall promptly notify the Company of the amount to be paid by the Issuing Bank as a result of such demand and the date on which payment is to be made by the Issuing Bank to such beneficiary in respect of such demand. The Issuing Bank shall, promptly after receipt of any such notice, withdraw from the Collateral Account an amount equal to the amount to be so paid by the Issuing Bank, and apply such amount to pay the amount of such demand. (c) Subject to Section 11, the Company hereby unconditionally agrees to pay and reimburse the Issuing Bank for the amount of each such demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by the Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. (d) Subject to Section 11, the Company shall pay to the Issuing Bank a letter of credit fee (a “Letter of Credit Fee”) in respect of each Letter of Credit in an amount equal to three percent (3.00%) per annum of the daily average undrawn face amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit (i) in the case of a Letter of Credit that expires in accordance with its terms, to and including such expiration date and (ii) in the case of a Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Letter of Credit, to but excluding the date such Letter of Credit is drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears on the last Business Day of each month and on the date of such drawing in full or termination and to be calculated for any day after giving effect to any payments made under such Letter of Credit on such day). Letter of Credit Fees shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The Issuing Bank shall, on the date any Letter of Credit Fee is due and owing, withdraw from the Propco Collateral Account an amount equal to the amount to be so paid to the Issuing Bank, and apply such amount to pay the amount of such Letter of Credit Fee. (e) The issuance by the Issuing Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in Section 2.2, be subject to the conditions precedent that (i) such Letter of Credit shall have a face amount at least equal to $100,000 (or such smaller amount as the Issuing Bank may agree), (ii) after giving effect to the issuance of such Letter of Credit, no more than twelve (12) Letters of Credit shall be outstanding hereunder, (iii) such Letter of Credit shall include the provisions specified in Paragraph 7 of the Financing Order and shall otherwise be in such form, contain such terms and support such transactions as shall be reasonably satisfactory to the Issuing Bank consistent with its then current practices and procedures with respect to letters of credit of the same type, and (iv) the Company shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as the Issuing Bank shall have reasonably requested consistent with its then current practices and procedures with respect to letters of credit of the same type, provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement, the provisions of this Agreement shall control. Upon any failure of any beneficiary of any Letters of Credit to return its respective Cash Deposit (as defined in the Financing Order) within five Business Days of issuance of such Letters of Credit, the Issuing Bank shall, promptly upon the request of the Company, terminate such Letters of Credit in accordance with the terms thereof by notice to such beneficiary. (f) The issuance by the Issuing Bank of any modification or supplement to any Letter of Credit hereunder shall be subject to the same conditions applicable under this Section 2.1 to the issuance of new Letters of Credit, and no such modification or supplement shall be issued hereunder unless the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such modified or supplemented form. (g) The Company may, from time to time on any Business Day, voluntarily reduce the Commitment Amount on the Business Day so specified by the Company; provided that (i) all such reductions shall require at least three days’ prior notice to the Issuing Bank and be permanent and (ii) any partial reduction of the Commitment Amount shall be in a minimum amount equal to the lesser of (A) $5,000,000 and (B) 1,000,000 or an amount equal to the lesser integral multiple of (1) the aggregate Commitments at such time and (2) the Borrowing Base $250,000 in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance excess thereof and (B) the Maturity Date; then aggregate unused portion of the Commitment. Subject to Section 11, the Company hereby indemnifies and holds harmless the Issuing Bank from and against any and all claims and damages, losses, liabilities, costs or expenses that the Issuing Bank may incur (iiior that may be claimed against the Issuing Bank by any Person whatsoever) unless by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by the Issuing Bank under any Letter of Credit; provided that the Company shall not be required to indemnify the Issuing Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit Documents are in form and substance acceptable to or (y) the Issuing Lender in its sole discretion; (iv) unless Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit. Nothing in this Section 2.1 is a standby letter intended to limit the other obligations of credit not supporting the repayment Company or the Issuing Bank under this Agreement. The Company assumes all risks of indebtedness for borrowed money the acts or omission of the users of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if and all risks of the terms misuses of any such Letter of Credit. Neither the Issuing Bank nor any of its correspondents shall be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document specified herein in the Application, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit Application conflicts with or the terms of this Agreementrights or benefits thereunder or proceeds thereof in whole or in part, the terms of this Agreement shall control; which may prove to be invalid or ineffective for any reason; (viiii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree failure of any Governmental Authority draft to bear any reference or arbitrator shall by its terms purport adequate reference to enjoin or restrain the Issuing Lender from issuing such any Letter of Credit, or failure to any Legal Requirement applicable person to note the amount of any draft on the reverse of any Letter of Credit or to surrender or take up any Letter of Credit or to send forward any such document apart from drafts as required by the terms of any Letter of Credit, each of which provisions, if contained in any Letter of Credit itself, it is agreed, may be waived by the Issuing Bank; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, swift, telex, facsimile or otherwise, whether or not they be in cipher; (v) for any error, neglect, default, suspension or insolvency of any of the Issuing Bank’s correspondents, (vi) for errors in translation or for errors in interpretation of technical terms; (vii) for any loss or delay in the transmission or otherwise of any such document or draft or of proceeds thereof, or (viii) for any consequences arising from causes beyond the Issuing Bank’s control. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder nor affect the absolute and unconditional obligation of the Company to pay all amounts due and owing to the Issuing Lender Bank hereunder without setoff, counter-claim or any request or directive (whether or not having other reduction whatsoever. The Issuing Bank shall have the force right to transmit the terms of law) from any Governmental Authority with jurisdiction over Letter of Credit without translating them. If any Letter of Credit provides that payment is to be made by the Issuing Lender shall prohibitBank’s correspondent, or request that neither the Issuing Lender refrain from, Bank nor such correspondent shall be responsible for the issuance failure of letters of credit generally or any document specified in such Letter of Credit in particular or shall impose upon to come into the Issuing Lender Bank’s hands or for any delay in connection therewith, and the Company’s obligation to reimburse the Issuing Bank for payments made or obligations incurred shall not be effected by such failure or delay in the receipt by the Issuing Bank of any or all of such documents whether sent to the Issuing Bank in one or multiple mailings. In furtherance and extension and not in limitation of the specific provisions herein above set forth, any action taken or omitted by the Issuing Bank or by any correspondent of the Issuing Bank, under or in connection with respect to such any Letter of Credit any restrictionor the related draft(s) or document(s), reserve if taken or capital requirement (for which omitted in good faith, shall be binding upon the Company and shall not put the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, Bank or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies correspondent of the Issuing Lender applicable Bank under any resulting liability to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderCompany.

Commitment. From time to time from the date of this Agreement until 30 10 days prior to the Maturity Date, at the request of the Borrower, the requested Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 the Letter of Credit Sublimit and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 10 days prior to the Maturity Date; (iii) if such Letter of Credit has an expiration date later than one year after its issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the applicable Issuing Lender for additional one-year periods; (iv) unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (ivv) unless if such Letter of Credit is a standby letter of credit credit, it does not supporting support the repayment of indebtedness for borrowed money of any Person; (vvi) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vivii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (viiviii) by Regions Bank, as Issuing Lender, if any ordersuch issuance, judgment increase or decree extension would cause the sum of any Governmental Authority or arbitrator shall by its terms purport (A) the Reimbursement Obligations owing to enjoin or restrain the Regions Bank, as Issuing Lender from issuing such Letter plus (B) the aggregate undrawn maximum face amount of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter all outstanding Letters of Credit in particular or shall impose upon the issued by Regions Bank, as Issuing Lender with respect Lender, to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generallyexceed $10,000,000; (ix) except by any Issuing Lender (other than Regions Bank) unless such issuance, increase or extension, if made by Regions Bank as otherwise agreed by the Issuing Lender, if Letter would cause the sum of (A) the Reimbursement Obligations owing to Regions Bank, as Issuing Lender plus (B) the aggregate undrawn maximum face amount of all outstanding Letters of Credit is to be denominated in a currency other than Dollars; orissued by Regions Bank, as Issuing Lender would exceed $10,000,000; (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or if any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate such Issuing Lender's risk with respect to such Defaulting Lender (including depositing cash collateral into the Cash Collateral Account equal to the Defaulting Lender's Pro Rata Share of the Letter of Credit Exposure attributable to such Letter of Credit, or if acceptable to such Issuing Lender, the Administrative Agent and the Borrower, calculating each Lender's participation in the Letter of Credit subject to such issuance, increase or extension without giving effect to such Defaulting Lender's Pro Rata Share; provided, however, that after giving effect thereto, no Lender's participation in such Letter of Credit would exceed its Unused Commitment Amount); and (xi) if any Lender is at such time a Defaulting Lender or a Potential Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk 's Fronting Exposure with respect to such Lender. If the terms of any Letter of Credit Application referred to in the foregoing clause (vi) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Commitment. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower any Obligor on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 100,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time (if any) minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such issuance, increase, or extension would cause the Letter of Credit Exposure related to Letters of Credit issued, or deemed to be issued hereunder, that are automatically renewed annually pursuant to the terms thereof, to exceed the lesser of (A) $37,500,000 and (B) the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time (if any) minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (iii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year eighteen months after the date of issuance thereof (or, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Lender to the beneficiary of such Letter of Credit) and (B) 20 days prior to the Maturity Date; (iiiiv) unless such Letter of Credit Documents are in form and substance reasonably acceptable to the Issuing Lender in its sole discretion; (ivv) unless such Letter of Credit is (a) a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person, or (b) with the consent of the Issuing Lender and so long as the Borrower as agreed to such additional fees which may apply, a commercial letter of credit; (vvi) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vivii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (viiviii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viiiix) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ixx) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (xxi) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From (a) Each Bank severally agrees, subject to ---------- Section 2.1 (c) and the other terms and conditions set forth in this Agreement, -------------- to lend to Borrower from time to time during the Credit Period amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank's Commitment reduced by an amount equal to such Bank's Letter of Credit Exposure. Each Borrowing shall (i) be in an aggregate principal amount of $500,000 or any larger integral multiple of $100,000 (except that any Adjusted Base Rate Borrowing may be in an amount equal to the Availability at such time), and (ii) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the date foregoing limitations and the other provisions of this Agreement until 30 days prior Agreement, Borrower may borrow under this Section 2.1(a), repay amounts -------------- borrowed under this Section 2.1(a) and request new Borrowings under this Section -------------- ------- 2.1(a). ------ (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the Maturity Datesame ("Letter of --------- Credit Issuer"), at will issue Letters of Credit, from time to time during the ------------- Credit Period, upon request of the by Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of Borrower or any Restricted Subsidiary designated by Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure then existing, and (B) the amount of the requested Letter of Credit does not exceed $10,000,000, and (ii) Borrower on would be entitled to a Borrowing under Sections 2.1(a) and (c) in the amount of the ----------------------- requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any Business Daysuch Letter of Credit, Borrower (and any Restricted Subsidiary of Borrower for whose account such Letter of Credit is being issued) shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer's customary letter of credit application. Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) shall have an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date expiration date later than the earlier of (Ai) the Termination Date, or (ii) one (1) year after from the date of issuance. Upon the date of issuance thereof of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and (B) each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non- recourse participation in the Maturity Date; (iii) unless related Letter of Credit and Letter of Credit Exposure equal to such Bank's Commitment Percentage of such Letter of Credit Documents are in form and substance acceptable Letter of Credit Exposure. Upon request of any Bank, but not less often than quarterly, Administrative Agent shall provide notice to each Bank by telephone, teletransmission or telex setting forth each Letter of Credit issued and outstanding pursuant to the Issuing Lender in its sole discretion; (iv) unless terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank's participation percentage of each such Letter of Credit is a standby letter and the actual dollar amount of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed each Bank's participation held by Letter of Credit Application; provided thatIssuer(s) thereof for such Bank's account and risk. If any Letter of Credit is presented for payment by the beneficiary thereof, if the terms of any Administrative Agent shall cause an Adjusted Base Rate Borrowing to be made from each Bank participating in such Letter of Credit Application conflicts with and Letter of Credit Exposure to reimburse Letter of Credit Issuer for the payment under the Letter of Credit, whether or not Borrower would then be entitled to a Borrowing pursuant to the terms of this Agreementhereof, the terms of this Agreement shall control; (vi) unless and each Bank which participated in such Letter of Credit is governed by and Letter of Credit Exposure shall be obligated to lend its Commitment Percentage of such Adjusted Base Rate Borrowing. At the time of issuance of each Letter of Credit, Borrower shall pay to Administrative Agent a fee equal to the sum of (i) the greater of (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600$500, or (B) one-eighth of one percent (1/8%) per annum (based on the International Standby Practices (ISP98), International Chamber face amount and term of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit), plus (ii) the greater of (A) $500, or any Legal Requirement applicable (B) a per annum percentage equal to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not Applicable Margin in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the of issuance of such Letter of Credit would violate one or more policies (based upon the amount and term of such Letter of Credit). Administrative Agent shall distribute the fee described in subclause (i) of the Issuing Lender applicable to letters preceding sentence paid on issuance of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if such Letter of Credit to the Letter of Credit Issuer which issued such Letter of Credit. The remaining portion of such fee shall be paid to Banks participating in such Letter of Credit and Letter of Credit Exposure based on the relative amounts of their participation in such Letter of Credit and Letter of Credit Exposure. Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is -------------- required to be denominated in a currency make deposits under this Section 2.1(b) and fails to do so on the -------------- day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other than Dollars; oraccounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, and of its Restricted Subsidiaries, any guarantor, or any other Person liable for all or any part of the Obligations. (xc) a default No Bank will be obligated to lend to Borrower under this Section ------- 2.1 or incur Letter of Credit Exposure, and Borrower shall not be entitled to --- borrow hereunder or obtain Letters of Credit hereunder (i) during the existence of any Lender’s obligations Borrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this Section 2.1(c) shall be deemed to -------------- limit any Bank's obligation to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk its ratable share of Adjusted Base Rate Borrowings with respect to such Lenderits participation in Letters of Credit made as a result of any drawing under any Letter of Credit.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter and relying upon the representations and warranties herein set forth, issue, increase, or extend forth and subject to the Expiration Date of, Letters of Credit for the account terms of the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, each Lender severally agrees to make Loans to the Borrower at any time and from time to time on or after the date hereof and to, but not including, the Termination Date, in an aggregate principal amount at any Business Daytime outstanding to the Borrower not to exceed the amount of such Lender's Commitment, as such Commitment may be reduced in accordance with the provisions of this Agreement. No Letter Notwithstanding the foregoing the aggregate principal amount of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause Loans outstanding at any time to the Letter of Credit Exposure to Borrower shall not exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof Total Commitment and (B) the Maturity Date; then current Borrowing Base. The Total Commitment and the Commitment of each Lender shall automatically and permanently be reduced to zero on the earliest of (iii1) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatOctober 12, 1998, if the terms Interim Bankruptcy Court Order has not been entered on or prior to such date, (2) 30 days from the Entry Date if the Final Bankruptcy Court Order shall not have been entered during such 30 day period, (3) 30 days from the Entry Date if the final order of any the Bankruptcy Court with respect to the Greenwich DIP Facility shall not have been entered during such Letter 30 day period, (4) the date of Credit Application conflicts with the terms substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code) of a plan of reorganization in the Chapter 11 Cases that has been confirmed by an order of the Bankruptcy Court, and (5) March 1, 1999 (the "Termination Date"). Within the limits of time and amount set forth in this Section 2.01, the Borrower may borrow, repay and reborrow hereunder subject to the provisions of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forthforth in Section 2A.4(a), issue, increase, or extend the Expiration Date of, agrees to issue standby letters of credit ("Letters of Credit Credit") for the account of the Borrower on any Business Day. No Day from the Closing Date through but not including the date which is sixty (60) days prior to the 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 any Letter of Credit will be issuedif, increased, or extended: (i) if after giving effect to such issuance, increase, or extension would cause (a) the Letter of Credit Exposure to Obligations would exceed the lesser of L/C Commitment or (Ab) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; outstanding Loans and Letter of Credit Obligations would exceed the Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars, (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is be a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date not supporting more than one year later in the repayment case of indebtedness for borrowed money a standby letter of any Person; credit but in no event later than the Termination Date and (viv) unless the Borrower has delivered be subject to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision)and, International Chamber to the extent not inconsistent therewith, the laws of Commerce Publication Nothe State of North Carolina. 600The Issuing Lender shall not issue any Letter of Credit hereunder if such issuance would conflict with, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to cause the Issuing Lender or any request or directive (whether or not having the force of law) from L/C Participant to exceed any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender limits imposed by any Applicable Law. References herein to "issue" and derivations thereof with respect to such Letter Letters of Credit any restrictionshall also include extensions, reserve modifications or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default confirmations of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunderexisting Letters of Credit, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lendercontext otherwise requires.

Commitment. From time to time from the date of this Agreement Effective Date until 30 thirty (30) days prior to the Maturity Revolving Commitment Termination Date, at the request of the BorrowerBorrower Representative, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, amend, increase, renew or extend the Expiration Date of, Letters of Credit for the account of a Borrower and for the direct or indirect benefit of a Borrower and its Subsidiaries on any Business Day. No Letter of Credit will be issued, amended, increased, renewed or extended: (i1) if such issuance, amendment, increase, renewal or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser Letter of (1) the aggregate Commitments Credit Sublimit in effect at such time and (2B) the Borrowing Base Aggregate Revolving Commitments then in effect at such time minus, in each case under this clause (B), minus the sum Outstanding Amount of the aggregate outstanding principal amount of all Advances at such timeRevolving Advances; (ii2) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension), and (B) five (5) Business Days prior to the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond five (5) Business Days prior to the Maturity Date) so long as such Letter of Credit is subject to a right of the Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary of such Letter of Credit at least thirty (30) days in advance of such renewal; (iii3) unless such Letter of Credit Documents are in form and substance reasonably acceptable to the Issuing Lender in its sole discretion;Bank; lxi (iv4) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v5) unless the Borrower Representative has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi6) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing LenderBank; (vii7) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve reserve, liquidity or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viii) 8) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender Bank applicable to letters of credit generally; (ix9) except as otherwise agreed by the Issuing LenderBank, if such Letter of Credit is to be denominated in a currency other than Dollars; or (x10) a default of any Lender’s obligations to fund under Section 2.07(d) exists or if any Lender is at such that time a Defaulting Lender hereunderLender, unless the Issuing Lender Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory arrangements to the Issuing Bank with the Borrower Borrowers or such Lender to eliminate the Issuing LenderBank’s risk actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to such Lenderthe Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Obligations as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

Commitment. From time to time from the date of this Agreement until 30 10 days prior to the Maturity Date, at the request of the Borrower, the requested Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 10,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 10 days prior to the Maturity Date; (iii) if such Letter of Credit has an expiration date later than one year after its issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the applicable Issuing Lender for additional one-year periods; (iv) unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (ivv) unless if such Letter of Credit is a standby letter of credit credit, it does not supporting support the repayment of indebtedness for borrowed money of any Person; (vvi) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vivii) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (viiviii) by Regions Bank, as Issuing Lender, if any ordersuch issuance, judgment increase or decree extension would cause the sum of any Governmental Authority or arbitrator shall by its terms purport (A) the Reimbursement Obligations owing to enjoin or restrain the Regions Bank, as Issuing Lender from issuing such Letter plus (B) the aggregate undrawn maximum face amount of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter all outstanding Letters of Credit in particular or shall impose upon the issued by Regions Bank, as Issuing Lender with respect Lender, to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generallyexceed $10,000,000; (ix) except by any Issuing Lender (other than Regions Bank) unless such issuance, increase or extension, if made by Regions Bank as otherwise agreed by the Issuing Lender, if Letter would cause the sum of (A) the Reimbursement Obligations owing to Regions Bank, as Issuing Lender plus (B) the aggregate undrawn maximum face amount of all outstanding Letters of Credit is to be denominated in a currency other than Dollarsissued by Regions Bank, as Issuing Lender would exceed $10,000,000; orand (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or if any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the such Issuing Lender’s risk with respect to such Defaulting Lender (including depositing cash collateral into the Cash Collateral Account equal to the Defaulting Lender’s Pro Rata Share of the Letter of Credit Exposure attributable to such Letter of Credit, or if acceptable to such Issuing Lender, the Administrative Agent and the Borrower, calculating each Lender’s participation in the Letter of Credit subject to such issuance, increase or extension without giving effect to such Defaulting Lender’s Pro Rata Share; provided, however, that after giving effect thereto, no Lender’s participation in such Letter of Credit would exceed its Unused Commitment Amount). If the terms of any Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Loan Agreement, issuethe Lenders hereby agree to make Loans to the Borrower as follows: (a) On the date of execution of this Agreement (the “Effective Date”), increaseand on each 30th day thereafter until such date as Loans in the aggregate principal amount of $4,500,000 have been made by the Lenders to the Borrower (the “Final Loan Date”), or extend the Expiration Date ofLenders shall make Loans to the Borrower of an aggregate of $750,000, Letters as follows: Xxxx X. Xxxxxxxx $ 125,000 The Intergroup Corporation $ 50,000 Portsmouth Square, Inc. $ 50,000 Santa Fe Financial Corp. $ 25,000 Xxxxxxx Xxxxxx $ 250,000 JAG Multi Investments LLC $ 83,334 Xxxxx Brothers LP $ 83,333 Xxxxx Cousins LLC $ 83,333 (b) The obligation of Credit for the account Lenders to make additional Loans to the Borrower, and of the Borrower to issue additional Notes and Warrants to the Lenders, shall terminate automatically on the Final Loan Date. (d) The actual date on which the Borrower receives any Business Day. No Letter Loans from the Lenders shall be referred to herein on a case-by-case basis as the “Loan Date.” (e) It shall be a condition precedent to a Lender’s obligation to make any Loans to the Borrower, as detailed in this Article I, Section 1, that at the time such Loan is due to be made, there shall be no Event of Credit will be issued, increasedDefault as defined in Article VI below, or extended:event which with the passage of time would become an Event of Default, as such term is defined hereunder. (if) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (AExcept in accordance with Section 1(e) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B)above, the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money failure of any Person; (vLender to make a Loan when required under Section 1(a) unless hereof shall result in the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms forfeiture of any and all Warrants such Letter of Credit Application conflicts with the terms Lender has previously received pursuant to Section 3 of this Loan Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Agreement, issue, increase, or extend the Expiration Date of, Letters of Credit each Lender severally and for the account itself alone agrees to make Advances of the Borrower Revolving Credit to any of the Borrowers from time to time on any Business DayDay during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, not to exceed at any one time outstanding such Lender's Percentage of the Revolving Credit Aggregate Commitment. No Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the following additional conditions and limitations: (a) A Borrower shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit will be issued, increased, or extended: hereunder until (i) if such issuancewith the approval of all Lenders, increaseit has become a party to this Agreement either by execution and delivery of this Agreement, or extension would cause the Letter by execution and delivery of Credit Exposure a Borrower Addendum to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minusthis Agreement, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter unless waived in writing by all Lenders, it has become a party to the Guaranty by execution and delivery of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; a Joinder Agreement, (iii) unless such Letter of Credit Documents are waived in form and substance acceptable writing by all Lenders, it has become a party to the Issuing Lender in its sole discretion; Security Agreement, and (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; waived in writing by all Lenders, Holdings has encumbered and/or delivered (v) unless the Borrower has delivered or caused to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revisionbe encumbered and/or delivered), International Chamber as the case may be, pursuant to a Pledge Agreement those shares of Commerce Publication No. 600, stock issued by such Borrower and owned (directly or (Bindirectly by Holdings) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered which are required to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date be encumbered and/or delivered under Section 7.20 hereof, or shall impose upon as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent and the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender Majority Lenders hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From (a) Each Bank severally agrees, subject to Section 3.1(c) and the other terms and conditions set forth in this Agreement, to lend to Borrowers from time to time from the date of this Agreement until 30 days prior to the Maturity Termination Date, amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank's Commitment reduced by an amount equal to such Bank's Letter of Credit Exposure. Each Borrowing shall (i) be in an aggregate principal amount of $500,000 or any larger integral multiple of $100,000, and (ii) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrowers may borrow under this Section 3.1(a), repay amounts borrowed under this Section 3.1(a) and request new Borrowings under this Section 3.1(a); provided, that, from and after the Revolver Conversion Date, the only Borrowings permitted hereunder shall be Refunding Borrowings. (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same ("Letter of Credit Issuer"), will issue Letters of Credit, from time to time during the Letter of Credit Period upon request by any Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of Borrowers, so long as (i) the sum of (A) the total Letter of Credit Exposure then existing, and (B) the amount of the requested Letter of Credit, does not exceed $10,000,000, and (ii) Borrowers would be entitled to a Borrowing under Sections 3.1(a) and (c) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any such Letter of Credit, such Borrower on any Business Dayshall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer's customary letter of credit application ("Letter of Credit Application"). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. No Letter of Credit will be issued, increasedshall have an expiration date later than the earlier of (i) nine (9) Domestic Business Days prior to the Termination Date, or extended(ii) one (1) year from the date of issuance. Upon the date of issuance of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank's Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone, teletransmission or telex setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank's participation percentage of each such Letter of Credit and the actual dollar amount of each Bank's participation held by Letter of Credit Issuer(s) thereof for such Bank's account and risk. In connection with the issuance of Letters of Credit under this Section 3.1(b), Borrowers shall pay to Administrative Agent in respect of such Letters of Credit (a) the applicable Letter of Credit Fee in accordance with Section 3.14, and (b) at the time of issuance of each Letter of Credit, the applicable Letter of Credit Fronting Fee. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee to the Letter of Credit Issuer for its own account. Any (y) material amendment or modification, or (z) renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 3.1(b). Notwithstanding anything to the contrary contained herein, Borrowers shall pay to Letter of Credit Issuer in connection with any amendment or modification of any nature, such Letter of Credit Issuer's usual and customary fees for amendments or modifications to, and processing of, Letters of Credit. Upon the occurrence of an Event of Default, an amount equal to the aggregate existing Letter of Credit Exposure of all Banks shall, without demand upon or notice to any Borrower, be deemed to have been paid or disbursed by Letter of Credit Issuer (notwithstanding that such amount may not in fact have been so paid or disbursed) and be deemed forthwith due and owing by Borrowers as of the date of any such occurrence of an Event of Default, and Borrowers' obligation to pay such amount shall be joint and several, and absolute and unconditional, without regard to whether any beneficiary of any Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit. Furthermore, upon the occurrence of an Event of Default, Borrowers shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrowers will, in connection therewith, execute and deliver such security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrowers any remaining funds deposited under this Section 3.1(b). Whenever Borrowers are required to make deposits under this Section 3.1(b) and fail to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to any Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of any Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. Notwithstanding anything to the contrary contained herein, Borrowers hereby jointly and severally agree to reimburse each Letter of Credit Issuer immediately upon demand by such Letter of Credit Issuer, and in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it. Payment shall be made by Borrowers with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrowers under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrowers and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrowers under this Section 3.1(b) shall be joint and several, absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 3.1(b)) under and in all circumstances whatsoever and each Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by Administrative Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrowers on the one hand, and each Agent and each Bank, on the other hand, Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, no Agent, Letter of Credit Issuer nor any Bank shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any Letter of Credit, even if such issuanceit should prove to be in any or all respects invalid, increaseinsufficient, inaccurate, fraudulent or extension would cause forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of the Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of any Agent or any Bank. Borrowers shall be jointly and severally obligated to reimburse each Letter of Credit Issuer upon demand for all amounts paid under Letters of Credit as set forth in the immediately preceding paragraph hereof; provided, however, if Borrowers for any reason fail to reimburse such Letter of Credit Issuer in full upon demand, Banks shall reimburse such Letter of Credit Issuer in accordance with each Banks' Commitment Percentage for amounts due and unpaid from Borrowers as set forth hereinbelow; provided, further, however, that no such reimbursement made by Banks shall discharge Borrowers' joint and several obligations to reimburse Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 3.1(b) shall include interest thereon at the Federal Funds Rate, from the date of the payment of such amounts by any Letter of Credit Issuer to the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers. For purposes of this Section 3.1(b), the term Letter or Letters of Credit shall not include Supplemental Letters of Credit. (c) No Bank will be obligated to lend to any Borrower or incur Letter of Credit Exposure under this Section 3.1, and no Borrower shall be entitled to exceed borrow hereunder or obtain Letters of Credit hereunder (i) during the lesser existence of any Borrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this Section 3.1(c) shall be deemed to limit any Bank's obligation to (A) $5,000,000 and reimburse any Letter of Credit Issuer with respect to such Bank's participation in Letters of Credit issued by such Letter of Credit Issuer as provided in Section 3.1(b), or (B) an amount equal fund any Refunding Borrowing provided that Borrowers are in compliance with Section 5.4. For purposes of this Section 3.1(c), the term Letter or Letters of Credit shall not include Supplemental Letters of Credit. (d) In addition to Letters of Credit issued pursuant to Section 3.1(b), upon request from any Borrower from time to time, BankBoston may, in its sole discretion and without any obligation to do so, issue letters of credit for the account of Borrowers pursuant to this Section 3.1(d) which shall, except as expressly provided to the lesser contrary in this Section 3.1(d) or otherwise herein, be considered "Letters of Credit" for all purposes of this Agreement. Any Letter of Credit issued pursuant to this Section 3.1(d) is referred to herein as a "Supplemental Letter of Credit". Notwithstanding anything contained herein to the contrary, Supplemental Letters of Credit shall be subject to the following terms and conditions: (1i) the aggregate Commitments Supplemental Letter of Credit Exposure outstanding with respect to all Supplemental Letters of Credit shall not exceed $5,000,000 at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such any time; (ii) if Supplemental Letters of Credit shall be issued for the sole account and risk of BankBoston, and no other Bank shall be deemed to have any participation interest in such Supplemental Letters of Credit or related Supplemental Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity DateExposure or any reimbursement obligation or other credit risk related thereto; (iii) unless such any Request for Letter of Credit Documents are in form issued by a Borrower with respect to any Supplemental Letter of Credit shall clearly state that the requested Letter of Credit is to be a Supplemental Letter of Credit, and, simultaneously with the issuance of any Supplemental Letter of Credit, BankBoston shall deliver written notice to each other Bank of the issuance thereof and substance acceptable to specifying the Issuing Lender in its sole discretion; (iv) unless amount and terms of such Supplemental Letter of Credit and that such Letter of Credit is a standby letter Supplemental Letter of credit not supporting the repayment Credit for purposes of indebtedness this Agreement; (iv) BankBoston shall be entitled to receive and retain, for borrowed money its sole account, all Supplemental Letter of Credit Fees payable in respect of any PersonSupplemental Letter of Credit; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Supplemental Letter of Credit Application; provided thatExposure with respect to Supplemental Letters of Credit will not be deemed to be outstanding solely for purposes of (A) determining the amounts available to be borrowed pursuant to Section 3.1(a), if (B) the terms limitations on the amounts of Letters of Credit issuable to Borrowers pursuant to Section 3.1(b), (C) the existence of any such Letter of Credit Application conflicts with Borrowing Base Deficiency, or (D) determining the terms of this Agreement, the terms of this Agreement shall control;Availability hereunder; and (vi) unless Supplemental Letters of Credit shall only be Hedge Transaction Letters of Credit. In connection with the issuance of Supplemental Letters of Credit hereunder, Borrowers shall pay to BankBoston for its own account and in respect of such Supplemental Letters of Credit (a) the applicable Supplemental Letter of Credit is governed by Fee in accordance with Section 3.14, and (Ab) at the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber time of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber issuance of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such each Supplemental Letter of Credit, the applicable Letter of Credit Fronting Fee. BankBoston shall be entitled to receive and retain all such fees for its sole account. Any (y) material amendment or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibitmodification, or request that the Issuing Lender refrain from, (z) renewal or extension of any Supplemental Letter of Credit shall be deemed to be the issuance of letters of credit generally or such a new Supplemental Letter of Credit for purposes of this Section 3.1(d). Notwithstanding anything to the contrary contained herein, Borrowers shall pay to BankBoston in particular connection with any amendment or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default modification of any Lender’s obligations to fund under Section 2.07(d) exists nature, BankBoston's usual and customary fees for amendments or any Lender is at such time a Defaulting Lender hereundermodifications to, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lenderand processing of, Letters of Credit.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 3,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum Unused Commitment Amounts of the aggregate outstanding principal amount of all Advances at such timeLenders; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower on any Business Day. No ; (i) provided that no Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A1) $5,000,000 and 300,000,000 or (B2) an amount equal to the lesser of (1x) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeor (y) the Borrowing Base less the aggregate outstanding principal amount of all Advances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A1) one year 12 months after the date of issuance thereof and (Bor, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit) or (2) five days prior to the Maturity Date; (iiiC) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; and (ii) provided that, if further that the terms of Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;if: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than DollarsBank; or (xC) a default of any LenderBank’s obligations to fund under Section 2.07(d2.6(d) exists or any Lender Bank is at such time a Defaulting Lender Bank hereunder, unless the Issuing Lender Bank has entered into satisfactory arrangements with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk with respect to such LenderBank. As of the Effective Date, the Existing Letters of Credit shall be deemed “Letters of Credit” hereunder and shall be subject to the terms and provisions set forth herein.

Commitment. From Subject to the terms and conditions of this Agreement, ---------- each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time from the date of this Agreement Closing Date until 30 days prior the Revolving Credit Termination Date on a pro rata basis as to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of total borrowing requested by the Borrower on any Business Day. No Letter day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of Credit such Lender, provided, however, that the Lenders will not be issued, increased, or extended: required and shall -------- ------- have no obligation to make any such Advance (i) if such issuance, increase, so long as a Default or extension would cause the Letter an Event of Credit Exposure to exceed the lesser of (A) $5,000,000 Default has occurred and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided -------- further, however, that immediately after giving effect to each such Advance, the ------- principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (y) no Eurodollar Rate Loan -------- ------- shall be made which has an Expiration Interest Period that extends beyond the Stated Termination Date later than the earlier of (A) one year after the date of issuance thereof and (Bz) each Eurodollar Rate Loan may, subject to the Maturity Date; (iii) provisions of Section 2.8, be repaid only on the last day of the Interest Period ----------- with respect thereto unless such Letter of Credit Documents are in form and substance acceptable to payment is accompanied by the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatadditional payment, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreementany, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed required by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication NoSection 4.5. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.-----------

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 15,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) ten days prior to the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From (i) Subject to the terms and conditions of Article V of this Agreement, the Lender severally agrees to make Advances to the Borrower under the Revolving A Credit Facility from time to time from the date of this Agreement Closing Date until 30 days prior the Revolving A Credit Termination Date on a pro rata basis as to the Maturity total borrowing requested by the Borrower on any day; provided, however, that immediately after giving effect to each such Advance, (i) the principal amount of Revolving A Credit Outstandings shall not exceed the Revolving A Credit Commitment and (ii) Total Senior Debt Outstandings do not exceed the Borrowing Base. Within such limits, the Borrower may borrow, repay and reborrow under the Revolving A Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving A Credit Termination Date; provided, at however, that (y) no Revolving A Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the request Revolving A Credit Termination Date and (z) each Revolving A Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 3.4 hereof, be repaid only on the last day of the Borrower, the Issuing Lender shall, on Interest Period with respect thereto. (ii) Subject to the terms and conditions hereinafter set forthof Article V of this Agreement, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of Lender severally agrees to make Advances to the Borrower on any Business Day. No Letter of under the Revolving B Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause Facility from time to time from the Letter of Credit Exposure to exceed Closing Date until the lesser of (A) $5,000,000 and (B) an amount equal to the lesser earlier of (1) the aggregate Commitments at such time and Revolving B Credit Termination Date, or (2) the Borrowing Base occurrence of a Triggering Event (after a Triggering Event, any such Advances may be made by the Lender in effect at such time minus, in each case under this clause (Bthe exercise of its sole discretion), on a pro rata basis as to the sum of total borrowing requested by the aggregate outstanding Borrower on any day; provided, however, that immediately after giving effect to each such Advance, (i) the principal amount of all Advances at such time; Revolving B Credit Outstandings shall not exceed the Revolving B Credit Commitment and (ii) if Total Senior Debt Outstandings do not exceed the Borrowing Base. Within such Letter of limits, the Borrower may borrow, repay and reborrow under the Revolving B Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving B Credit Termination Date; provided, however, that (y) no Revolving B Loan that is a Eurodollar Rate Loan shall be made which has an Expiration Interest Period that extends beyond the Revolving B Credit Termination Date later than the earlier of (A) one year after the date of issuance thereof and (Bz) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable each Revolving B Loan that is a Eurodollar Rate Loan may, subject to the Issuing Lender in its sole discretion; (iv) unless such Letter provisions of Credit is a standby letter of credit not supporting Section 3.2 hereof, be repaid only on the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress last day of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Interest Period with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lenderthereto.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 1,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such timeUnused Commitment Amount; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) 30 days prior to the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;and (vi) unless such Letter of Credit is governed by (A1) the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree . If the terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit Application referred to in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement foregoing clause (for which the Issuing Lender is not otherwise compensated hereunderv) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower on any Business Day. No ; (i) provided that no Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A1) $5,000,000 and 100,000,000 or (B2) an amount equal to the lesser of (1x) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeor (y) the Borrowing Base less the aggregate outstanding principal amount of all Advances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A1) one year 12 months after the date of issuance thereof and (Bor, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit) or (2) five days prior to the Maturity Date; (iiiC) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; and (ii) provided that, if further that the terms of Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;if: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx fxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than DollarsBank; or (xC) a default of any LenderBank’s obligations to fund under Section 2.07(d2.6(d) exists or any Lender Bank is at such time a Defaulting Lender Bank hereunder, unless the Issuing Lender Bank has entered into satisfactory arrangements with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk with respect to such LenderBank. As of the Effective Date, the Existing Letters of Credit shall be deemed “Letters of Credit” hereunder and shall be subject to the terms and provisions set forth herein.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Agreement (including without limitation Section 2.3 hereof), issue, increase, or extend the Expiration Date of, Letters of Credit each Lender severally and for the account itself alone agrees to make Advances of the Borrower Revolving Credit in any one or more of the Permitted Currencies to the Company or to any of the Permitted Borrowers from time to time on any Business Day. No Letter Day during the period from the Effective Date until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of Credit will be issuedany Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure not to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at any one time outstanding such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum Lender's Percentage of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Revolving Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are Aggregate Commitment. Except as provided in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness Section 2.12 hereof, for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms purposes of this Agreement, Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.11 hereof. Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the following additional conditions and limitations: (a) No Permitted Borrower shall be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit hereunder until (i) it has become a party to this Agreement, either by execution and delivery of this Agreement, or by execution and delivery of a Permitted Borrower Addendum to this Agreement, (ii) it has become a party to the applicable Guaranty either by execution and delivery of such Guaranty or by execution and delivery of a Joinder Agreement shall controlto such Guaranty, (iii) in the case of each Domestic Permitted Borrower, it has become a party to the applicable Security Agreement, (iv) in the case of the first Advance to a Foreign Permitted Borrower after the Effective Date, the Company, or such Foreign Permitted Borrower, has submitted to the Agent, not less than 90 days prior to date of such Advance, a FPB Advance Notice and (v) in the case of each Permitted Borrower, the Company has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the case may be, pursuant to a Pledge Agreement those shares of stock issued by such Permitted Borrower and owned (directly or indirectly) by the Company which are required to be encumbered and/or delivered under the Prior Credit Agreement or Section 7.16 or 7.18 hereof, as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as reasonably required by Agent and the Required Lenders hereunder; (vib) unless such No Subsidiary which is a Permitted Borrower as of the Effective Date nor any Foreign Subsidiary which becomes a Permitted Borrower after the Effective Date shall be entitled to request or maintain (or, in the case of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by hereunder if it ceases to be a Congress 100% Subsidiary of the International Chamber Company. Notwithstanding the foregoing, however, Siliconix (if it shall become a Permitted Borrower) shall be entitled to request (or maintain) Advances of Commerce the Revolving Credit and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, Swing Line and the issuance of letters of credit generally or such Letter Letters of Credit in particular hereunder so long as at least 80% of its common shares are owned directly or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed indirectly by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderCompany.

Commitment. From time (a) Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth herein, issuethe Issuer agrees (i) from time to time on any Business Day during the Availability Period, increase, or extend the Expiration Date of, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower on Company and to amend, renew or extend Letters of Credit previously issued by it, in accordance with paragraph (b) of this Section, and (ii) to honor drawings under the Letters of Credit; provided that the Issuer shall not be obligated to make any Business Day. No L/C Credit Extension if, as of the date of such L/C Credit Extension, the L/C Obligations would exceed the Commitment Amount. (b) The Issuer shall not be under any obligation to issue any Letter of Credit will be issued, increased, or extendedif: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Issuer from issuing such Letter of Credit, or any Legal Requirement Law (including with respect to sanctions) applicable to the Issuing Lender Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Issuer shall prohibit, or request that the Issuing Lender Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Lender Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Issuer is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender Issuer in good xxxxx xxxxx material to it; (viiiii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender Issuer applicable to letters of credit generallygenerally and/or sanctions; (ixiii) except as otherwise agreed by the Issuing LenderIssuer, if such Letter of Credit is to be denominated in a currency other than DollarsDollars or an Alternative Currency; (iv) the Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or (xv) a default such Letter of Credit contains any Lender’s obligations provisions for automatic reinstatement of the stated amount after any drawing thereunder. (c) The Issuer shall not be under any obligation to fund under Section 2.07(damend or extend any Letter of Credit if (i) exists or any Lender is the Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. (d) Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is twelve months after the date of issuance of such Letter of Credit (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the then current expiration date of such Letter of Credit) and (ii) the L/C Expiration Date; provided that, if requested by the Company and acceptable to the Issuer, a Defaulting Lender hereunder, unless Letter of Credit may be issued by the Issuing Lender has entered into satisfactory arrangements with Issuer containing an expiry date of more than twelve months after the Borrower or such Lender to eliminate date of issuance (but in no event later than the Issuing Lender’s risk with respect to such Lenderdate specified in clause (ii) above).

Commitment. From time to time from after the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the BorrowerBorrowers, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower Borrowers on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 2,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments Commitment at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable content satisfactory to the Issuing Lender in its sole reasonable discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has Borrowers have delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatprovided, that if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender in good xxxxx fxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;; or (ix) except as otherwise agreed by the Issuing Lender, if the Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. (i) From time to time from and including the date of this Agreement until 30 days Closing Date and prior to the Maturity Revolving Credit Termination Date, at each Lender severally agrees, on the terms and subject to the conditions set forth in this Agreement, to (a) make Loans to the Borrower and (b) participate in Facility LCs issued (or, pursuant to Section 2.19.12, deemed issued) upon the request of the Borrower, provided that, after giving effect to the Issuing making of each such Loan and the issuance (or deemed issuance) of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Credit Termination Date. Each LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (ii) In the event that any Facility LCs are outstanding on or after the Revolving Credit Termination Date, each Lender shallseverally agrees, on the terms and conditions hereinafter set forth, issueto participate in all LC Obligations during the period from and including the Revolving Credit Termination Date until (and including) the Facility LC Expiration Date, increasein an aggregate outstanding amount not to exceed on any day such Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposure on such day, it being understood that any cash collateral provided to the Administrative Agent by or extend the Expiration Date of, Letters of Credit for the account on behalf of the Borrower pursuant to Section 2.19.11(ii) shall be applied by the Administrative Agent (to the extent that such cash collateral is then held by the Administrative Agent and available for such purpose) to reimburse any drawings under such Facility LCs in the event that the Borrower fails to do so pursuant to Section 2.19.6. (iii) Notwithstanding anything in Section 8.2 to the contrary, this Agreement may be amended, pursuant to subsection (iv) and/or subsection (v) below, on any Business Day. No Letter single date following the Closing Date and prior to the Revolving Credit Termination Date, to increase the Aggregate Commitment, at the discretion of Credit will the Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Lender Agreements, as applicable, entered into by the Borrower, the Administrative Agent and each Eligible Assignee that shall agree to provide an additional or increased Commitment, without the consent of any other Lender; provided, that (a) the aggregate principal amount of such additional or increased Commitments shall not exceed $50,000,000, (b) no Unmatured Default or Default shall have occurred and be issuedcontinuing at the time of such increase, increased(c) no Commitment of any Lender shall be increased without the consent of such Lender in its sole discretion, or extended:(d) the representations and warranties set forth in Article V of this Agreement shall be true and correct on and as of the date of such increase, before and after giving effect to such increase, as though made on and as of such date, and (e) the Borrower shall not have previously caused the Aggregate Commitment to be increased pursuant to this Section 2.01(iii). (iiv) In the event that the Aggregate Commitment shall be increased at any time following the Closing Date in accordance with subsection (iii) above through a post-closing syndication to one or more additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee (“New Lenders”), each New Lender shall execute and deliver to the Administrative Agent an Accession and Amendment Agreement. Upon the execution and delivery of an Accession and Amendment Agreement by a New Lender and the other parties thereto, such New Lender shall automatically become a Lender hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement. (v) In the event that any Lender shall agree (in its sole and absolute discretion) to increase its Commitment (an “Increasing Lender”) at any time following the Closing Date in accordance with subsection (iii) above, such Increasing Lender shall execute and deliver to the Administrative Agent an Increasing Lender Agreement. Upon the execution and delivery of an Increasing Lender Agreement by an Increasing Lender and the other parties thereto, the Commitment of such Increasing Lender shall automatically increase to the amount set forth opposite its name on the signature pages of such Increasing Lender Agreement. (vi) The Administrative Agent shall promptly notify the Lenders of each New Lender and Increasing Lender, each New Lender’s and Increasing Lender’s Commitment and the Pro Rata Share of each Lender after taking into account the Commitment of each New Lender and Increasing Lender. (vii) On the effective date of each Accession and Amendment Agreement and Increasing Lender Agreement, each New Lender and Increasing Lender shall purchase by assignment from the other Lenders (and such other Lenders shall assign to the New Lenders and Increasing Lenders) such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such issuancethat, increaseafter giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Pro Rata Share of the aggregate amount of Loans owing to all Lenders. (viii) In no event shall the Borrower be entitled to request or extension receive any Credit Extensions that would cause the Letter of Aggregate Outstanding Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderAggregate Commitment.

Commitment. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower any Obligor on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 75,000,000 and (B) an amount equal the aggregate Availability; (ii) if such issuance, increase, or extension would cause the Letter of Credit Exposure related to Letters of Credit issued, or deemed to be issued hereunder, that are automatically renewed annually pursuant to the terms thereof, to exceed the lesser of (1A) $37,500,000 and (B) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such timeAvailability; (iiiii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year eighteen months after the date of issuance thereof (or, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Lender to the beneficiary of such Letter of Credit) and (B) 20 days prior to the Maturity Date; (iiiiv) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (ivv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (vvi) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;and (vivii) unless such Letter of Credit is governed by (A1) the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree . If the terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit Application referred to in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement foregoing clause (for which the Issuing Lender is not otherwise compensated hereundervi) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. (i) From time to time from and including the date of this Agreement until 30 days Closing Date and prior to the Maturity Revolving Credit Termination Date, at each Lender severally agrees, on the terms and subject to the conditions set forth in this Agreement, to (a) make Loans to the Borrower and (b) participate in Facility LCs issued (or, pursuant to Section 2.19.12, deemed issued) upon the request of the Borrower, provided that, after giving effect to the Issuing making of each such Loan and the issuance (or deemed issuance) of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Credit Termination Date. Each LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. (ii) In the event that any Facility LCs are outstanding on or after the Revolving Credit Termination Date, each Lender shallseverally agrees, on the terms and conditions hereinafter set forth, issueto participate in all LC Obligations during the period from and including the Revolving Credit Termination Date until (and including) the Facility LC Expiration Date, increasein an aggregate outstanding amount not to exceed on any day such Lender’s Pro Rata Share of the Aggregate Outstanding Credit Exposure on such day, it being understood that any cash collateral provided to the Administrative Agent by or extend the Expiration Date of, Letters of Credit for the account on behalf of the Borrower pursuant to Section 2.19.11(ii) shall be applied by the Administrative Agent (to the extent that such cash collateral is then held by the Administrative Agent and available for such purpose) to reimburse any drawings under such Facility LCs in the event that the Borrower fails to do so pursuant to Section 2.19.6. (iii) Notwithstanding anything in Section 8.2 to the contrary, this Agreement may be amended, pursuant to subsection (iv) and/or subsection (v) below, on any Business Day. No Letter single date following the Closing Date and prior to the Revolving Credit Termination Date, to increase the Aggregate Commitment, at the discretion of Credit will the Borrower, pursuant to one or more Accession and Amendment Agreements and/or Increasing Lender Agreements, as applicable, entered into by the Borrower, the Administrative Agent and each Eligible Assignee that shall agree to provide an additional or increased Commitment, without the consent of any other Lender; provided, that (a) the aggregate principal amount of such additional or increased Commitments shall not exceed $50,000,000, (b) no Unmatured Default or Default shall have occurred and be issuedcontinuing at the time of such increase, increased(c) no Commitment of any Lender shall be increased without the consent of such Lender in its sole discretion, or extended:(d) the representations and warranties set forth in Article V of this Agreement shall be true and correct on and as of the date of such increase, before and after giving effect to such increase, as though made on and as of such date, and (e) the Borrower shall not have previously caused the Aggregate Commitment to be increased pursuant to this Section 2.1(iii). (iiv) In the event that the Aggregate Commitment shall be increased at any time following the Closing Date in accordance with subsection (iii) above through a post-closing syndication to one or more additional financial institutions, each of which must satisfy the requirements of an Eligible Assignee (“New Lenders”), each New Lender shall execute and deliver to the Administrative Agent an Accession and Amendment Agreement. Upon the execution and delivery of an Accession and Amendment Agreement by a New Lender and the other parties thereto, such New Lender shall automatically become a Lender hereunder with a Commitment equal to the amount set forth opposite its name on the signature pages of such Accession and Amendment Agreement. (v) In the event that any Lender shall agree (in its sole and absolute discretion) to increase its Commitment (an “Increasing Lender”) at any time following the Closing Date in accordance with subsection (iii) above, such Increasing Lender shall execute and deliver to the Administrative Agent an Increasing Lender Agreement. Upon the execution and delivery of an Increasing Lender Agreement by an Increasing Lender and the other parties thereto, the Commitment of such Increasing Lender shall automatically increase to the amount set forth opposite its name on the signature pages of such Increasing Lender Agreement. (vi) The Administrative Agent shall promptly notify the Lenders of each New Lender and Increasing Lender, each New Lender’s and Increasing Lender’s Commitment and the Pro Rata Share of each Lender after taking into account the Commitment of each New Lender and Increasing Lender. (vii) On the effective date of each Accession and Amendment Agreement and Increasing Lender Agreement, each New Lender and Increasing Lender shall purchase by assignment from the other Lenders (and such other Lenders shall assign to the New Lenders and Increasing Lenders) such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such issuancethat, increaseafter giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Pro Rata Share of the aggregate amount of Loans owing to all Lenders. (viii) In no event shall the Borrower be entitled to request or extension receive any Credit Extensions that would cause the Letter of Aggregate Outstanding Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderAggregate Commitment.

Commitment. From (a) Each Bank severally agrees, subject to Section 3.1(c), Section 7.1 and Section 7.2 and the other terms and conditions set forth in this Agreement, to lend to Borrower from time to time during the Credit Period amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank’s Commitment reduced by an amount equal to such Bank’s Letter of Credit Exposure. Each Borrowing shall (i) be in an aggregate principal amount of $500,000 or any larger integral multiple of $500,000 (except that any Adjusted Base Rate Borrowing may be in an amount equal to the Availability (prior to giving effect to any such Adjusted Base Rate Borrowing) at such time), and (ii) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the date foregoing limitations and the other provisions of this Agreement until 30 days Agreement, Borrower may borrow under this Section 3.1(a), repay amounts borrowed under this Section 3.1(a) and request new Borrowings under this Section 3.1(a). The Total Commitment as of the Closing Date is the Initial Total Commitment and Administrative Agent has notified Borrower of the Required Reserve Value for such Initial Total Commitment. (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same (“Letter of Credit Issuer”), will issue Letters of Credit, from time to time prior to the Maturity date which is five (5) Domestic Business Days prior to the Termination Date, at the upon request of the by Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of Borrower or any Restricted Subsidiary designated by Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure then existing, and (B) the amount of the requested Letter of Credit does not exceed $10,000,000, and (ii) Borrower on would be entitled to a Borrowing under Section 3.1(a) and Section 3.1(c) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any Business Daysuch Letter of Credit, Borrower (and any Restricted Subsidiary of Borrower for whose account such Letter of Credit is being issued) shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer’s customary letter of credit application. Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) shall have an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date expiration date later than the earlier of (Ai) the Termination Date, or (ii) one (1) year after from the date of issuance. Upon the date of issuance thereof of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and (B) each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the Maturity Date; (iii) unless related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money Exposure. Upon request of any Person; (v) unless the Borrower has delivered Bank, but not less often than quarterly, Administrative Agent shall provide notice to the Issuing Lender a completed and executed each Bank by telephone, teletransmission or telex setting forth each Letter of Credit Application; provided that, if issued and outstanding pursuant to the terms of any such hereof and specifying the Letter of Credit Application conflicts with the terms Issuer, beneficiary and expiration date of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing each such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force each Bank’s participation percentage of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. If any Letter of Credit is presented for payment by the beneficiary thereof, Administrative Agent shall cause an Adjusted Base Rate Borrowing to be made from each Bank participating in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restrictionand Letter of Credit Exposure to reimburse Letter of Credit Issuer for the payment under the Letter of Credit, reserve whether or capital requirement (for which not Borrower would then be entitled to a Borrowing pursuant to the Issuing Lender is not otherwise compensated hereunder) not in effect on the date terms hereof, or and each Bank which participated in such Letter of Credit and Letter of Credit Exposure shall impose upon be obligated to lend its Commitment Percentage of such Adjusted Base Rate Borrowing. At the Issuing Lender any unreimbursed losstime of issuance of each Letter of Credit, cost or expense which was not applicable on the date hereof and which the Issuing Lender Borrower shall pay to Administrative Agent in good xxxxx xxxxx material to it; (viii) if the issuance respect of such Letter of Credit would violate one or more policies of (a) the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is Fee, and (b) the applicable Letter of Credit Fronting Fee. Administrative Agent shall distribute the Letter of Credit Fee payable upon the issuance of each Letter of Credit to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee to the Letter of Credit Issuer which issued such Letter of Credit for its own account. Any (y) material amendment or modification, or (z) renewal or extension of any Letter of Credit shall be deemed to be denominated the issuance of a new Letter of Credit for purposes of this Section 3.1(b). Notwithstanding anything to the contrary contained herein, Borrower shall pay to Administrative Agent in connection with the issuance of each Letter of Credit and/or any amendment or modification of any nature to any existing Letter of Credit, Administrative Agent’s usual and customary fees for the issuance of, amendments or modifications to, and processing of, Letters of Credit. Upon the occurrence of an Event of Default, and also on the date which is five (5) Domestic Business Days prior to the Termination Date, Borrower shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a currency maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other than Dollars; orObligations, and Borrower will, in connection therewith, execute and deliver such security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 3.1(b). Whenever Borrower is required to make deposits under this Section 3.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, and of its Restricted Subsidiaries, any guarantor, or any other Person liable for all or any part of the Obligations. Notwithstanding anything to the contrary contained herein, Borrower hereby unconditionally agrees to reimburse each Letter of Credit Issuer immediately upon demand by such Letter of Credit Issuer, and in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it. Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower, and until all other Obligations shall have been paid in full. (xc) a default No Bank will be obligated to lend to Borrower under this Section 3.1 or incur Letter of Credit Exposure, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) during the existence of any LenderBorrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this Section 3.1(c) shall be deemed to limit any Bank’s obligations obligation to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk its ratable share of Adjusted Base Rate Borrowings with respect to such Lenderits participation in Letters of Credit made as a result of any drawing under any Letter of Credit.

Commitment. From time (a) The Borrower may, upon at least thirty (30) days' prior written notice to time from the Lender, terminate in whole or permanently reduce in part the unused portion of the Commitment; provided, that (i) such termination shall not be effective unless and until the Outstanding Principal Amount has been reduced to zero and all Cost of Funds Amount and all other fees or amounts due to the Lender hereunder have been paid in full, (ii) each partial reduction shall be in the amount of at least $10,000,000 or an integral multiple thereof, and (iii) any partial reduction of the Commitment which would result in the remaining Commitment being less than $25,000,000 shall be deemed to be a termination in whole of the Commitment. (b) If any bank or financial institution which is a party to the Funding Agreement does not consent to the extension of the expiration date of this its commitment under the Funding Agreement until 30 days or its commitment thereunder expires or is terminated for any reason, to the extent such bank or financial institution is not replaced on or prior to such expiration date, then the Maturity Date, at Commitment shall be reduced by such amount as shall be necessary to cause the request Commitment to be equal to the aggregate of all commitments of banks and/or financial institutions under the Funding Agreement(s) after giving effect to such termination or expiration. (c) The Lender will not: (i) without the consent of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account voluntarily agree to any termination of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure Funding Agreement prior to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; its stated expiration date; (ii) if such Letter without the consent of Credit has an Expiration Date later than the earlier Borrower, voluntarily agree to any reduction in the amount of (A) one year after any commitment under the date of issuance thereof and (B) the Maturity Date; Funding Agreement; or (iii) unless such Letter of Credit Documents are in form and substance acceptable to without the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress consent of the International Chamber of Commerce and adhered to by Borrower, which will not be unreasonably withheld, amend the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderFunding Agreement.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower on any Business Day. No ; (i) provided that no Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A1) $5,000,000 and 50,000,000.00 or (B2) an amount equal to the lesser of (1x) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeor (y) the Borrowing Base less the aggregate outstanding principal amount of all Advances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A1) one year 12 months after the date of issuance thereof and (Bor, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit) or (2) the Maturity Date; (iiiC) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if and (ii) providedfurther that the terms of Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;if: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than DollarsBank; or (xC) a default of any LenderBank’s obligations to fund under Section 2.07(d2.6(d) exists or any Lender Bank is at such time a Defaulting Lender Bank hereunder, unless the Issuing Lender Bank has entered into satisfactory arrangements with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk with respect to such LenderBank. As of the Effective Date, the Existing Letters of Credit shall be deemed “Letters of Credit” hereunder and shall be subject to the terms and provisions set forth herein.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 15,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) ten days prior to the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s 's risk with respect to such Lender.

Commitment. The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Revolver B Termination Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower or any Guarantor on any Business Day; provided however, that for any Letter of Credit issued for the account of any Guarantor, the Borrower will be joint and severally liable for the reimbursement obligations of such Guarantor under such Letter of Credit as provided in subsection (h) below. No Letter of Credit will shall be issued, increased, or extended: (i) if unless such issuance, increase, or extension would not cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and 25,000,000.00 or (B) an amount equal to the lesser of (1) the Revolver B Commitment less the aggregate Commitments at such time outstanding principal amount of all Revolver B Advances and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeRevolver B Advances; (ii) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year 24 months after the date of issuance thereof (or, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days' notice given by the Issuing Bank to the beneficiary of such Letter of Credit) and (B) 5 days prior to the Maturity Revolver B Termination Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (iv) unless such Letter of Credit is either a commercial letter of credit or a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (v) unless the Borrower or such applicable Guarantor has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the applicable Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower or any Restricted Subsidiary on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 the Letter of Credit Sublimit and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), minus the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension, including automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender) and (B) in any event, ten days prior to the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Lender shall prohibit, or request that the applicable Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the applicable Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the applicable Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the applicable Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; (x) if such Letter of Credit supports the obligations of any Person in respect of (x) a lease of real property, or (y) an employment contract if such Issuing Lender reasonably determines that the Borrower’s obligation to reimburse any draws under such Letter of Credit may be limited; or (xxi) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the applicable Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the applicable Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 the Letter of Credit Sublimit and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), minus the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) ten days prior to the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;; 40 (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the applicable Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Issuing Lender shall prohibit, or request that the applicable Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the applicable Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the applicable Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the applicable Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the applicable Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; (x) if such Letter of Credit supports the obligations of any Person in respect of (x) a lease of real property, or (y) an employment contract if such Issuing Lender reasonably determines that the Borrower's obligation to reimburse any draws under such Letter of Credit may be limited; or (xxi) a default of any Lender’s 's obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the applicable Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the applicable Issuing Lender’s 's risk with respect to such Lender.

Commitment. From time (A) Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on and upon the terms and conditions hereinafter herein set forth, issueeach USF Lender severally agrees, increaseat any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or extend loans (each, a "USF Loan" and, collectively, the Expiration Date of"USF Loans") to WLI, Letters which USF Loans (i) shall be made and maintained in Dollars; (ii) except as hereinafter provided, may, at the option of WLI, be incurred and maintained, and/or converted into Base Rate Loans or Eurodollar Loans, provided that all USF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of USF Loans of the same Type; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not exceed for any USF Lender at the time of the making of any such USF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to the sum of (I) the aggregate Principal Amount of all other USF Loans made by such USF Lenders then outstanding and (II) such USF Lender's Percentage of (x) the USF Letter of Credit Outstandings at such time and (y) the outstanding principal amount of Swingline Loans at such time, equals the USF Commitment of such USF Lender at such time. (B) Subject to and upon the terms and conditions herein set forth, each MCF Lender severally agrees, at any time and from time to time on and after the Closing Date and prior to the Final Maturity Date, to make a loan or loans (each, a "MCF Loan" and, collect- ively, the "MCF Loans") to one or more of the MCF Borrowers (on a several basis), which MCF Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable MCF Borrower; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not (w) be made to the Italian Borrower prior to the Full Utilization Date, (x) exceed $150,000,000 in Principal Amount at any time outstanding prior to the Full Utilization Date, (y) in the case of MCF Loans made to WLI, exceed $150,000,000 in Principal Amount at any time outstanding or (z) in the case of MCF Loans denominated in Spanish Pesetas, Danish Krone, Belgian Francs and Dutch Guilders, exceed $50,000,000 in Principal Amount for any one such currency at any time outstanding; and (iv) shall not exceed for any MCF Lender at the time of the making of any such MCF Loan, and after giving effect thereto, that aggregate Principal Amount which, when added to (I) the aggregate Principal Amount of all other MCF Loans made by such MCF Lender then outstanding and (II) such MCF Lender's Percentage of the MCF Letter of Credit Outstandings at such time, equals the MCF Commitment of such MCF Lender at such time, PROVIDED that all then outstanding MCF Loans denominated in Italian Lira shall be repaid on the Full Utilization Date and then and thereafter the Lira Lender shall alone make all Lira Loans. (C) The Lira Lender shall not be required to make any Lira Loan while a Lender Default exists with respect to a MCF Lender unless the Lira Lender has entered into arrangements satisfactory to it and the Italian Borrower to eliminate its risk with respect to the participation of the Defaulting Lender or Lenders in any such Lira Loan (including by way of example cash collateralization of each such Defaulting Lender's MCF Percentage of such requested Lira Loan). The Lira Lender will not make any Lira Loan after it has received a written notice (not subsequently withdrawn) from WLI or the Required Lenders that one or more of the applicable conditions to the Credit Events specified in Section 5.02 are not then satisfied. (D) At any time when an Acceleration Event has occurred and/or a default in the payment of principal or interest on the Lira Loans exists, the Lira Lender may, on any Business Day and in its sole discretion, give notice (which notice shall be deemed to be given upon the occurrence of any Acceleration Event or any other bankruptcy, insolvency or similar proceedings in respect of any Designated Party if the Lira Lender is prohibited from giving such notice under applicable law) to each MCF Lender that each such MCF Lender is required to purchase, and each such MCF Lender (other than the Lira Lender) hereby irrevocably agrees to promptly purchase from the Lira Lender (without recourse or warranty), an assignment of the outstanding Lira Loans as shall be necessary to cause each such MCF Lender, to share in the outstanding Lira Loans ratably based on its respective MCF Percentage, PROVIDED that all interest payable on each outstanding Lira Loan shall, not withstanding any other provision of this Agreement, be for the account of the Borrower on Lira Lender from the date of any Business Daysuch notice until the date the respective participation or assignment is purchased by such Lender. No Letter Each purchase of Credit will be issueda participation or assignment by a MCF Lender under this Section 1.01(D) shall (E) Subject to and upon the terms and conditions herein set forth, increasedthe Swingline Lender agrees to make at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, a loan or extended: loans to WLI (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) if shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such issuanceincurrence) in aggregate principal amount at any time outstanding that amount which, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) when combined with the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances USF Loans made by Non-Defaulting Lenders then outstanding and the USF Letter of Credit Outstandings at such time;, equals the Adjusted Total USF Commitment then in effect (after giving effect to any changes thereto on such date) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Lender will not make a Swingline Loan after it has received written notice from the Required Lenders that one or more of the applicable conditions to Credit Events specified in Section 5.02 are not then satisfied until such conditions are satisfied. (iiF) if such Letter of Credit has an Expiration Date later than On any Business Day, the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Swingline Lender may, in its sole discretion; , give notice to the USF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of USF Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 9.05 with respect to WLI or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of USF Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all USF Lenders that are Non-Defaulting Lenders PRO RATA based on each such USF Lender's Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each USF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) unless the date of such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; Mandatory Borrowing and (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress amount of the International Chamber of Commerce and adhered to by Total USF Commitment at such time. In the Issuing Lender; (vii) if event that any order, judgment or decree of Mandatory Borrowing cannot for any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect reason be made on the date hereofotherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each USF Lender that is a Non-Defaulting Lender (other than BTCo) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall impose be necessary to cause such USF Lenders to share in such Swingline Loans ratably based upon the Issuing Lender any unreimbursed losstheir respective Percentages, cost or expense which was not applicable PROVIDED that all interest payable on the date hereof and which Swingline Loans shall be for the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies account of the Issuing Swingline Lender applicable until the date the respective assignment is purchased and, to letters the extent attributable to the purchased assignment, shall be payable to the USF Lender purchasing same from and after such date of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lenderpurchase.

Commitment. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, of Letters of Credit for the account of the Borrower on any Business Day. No ; (i) provided that no Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, extension or extension conversion would not cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1x) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeor (y) the Borrowing Base (provided that the “Borrowing Base” solely for purposes of this Section 2.6(a)(i)(A) from the Effective Date to the Fall 2017 Redetermination Date shall be $150,000,000) less the aggregate outstanding principal amount of all Advances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A1) one year 12 months after the date of issuance thereof and (Bor, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit) or (2) five days prior to the Maturity Date; (iiiC) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person;; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; and (ii) provided that, if further that the terms of Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;if: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost cost, or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than DollarsBank; or (xC) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender Bank is at such that time a Defaulting Lender hereunderBank, unless the Issuing Lender Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory arrangements to the Issuing Bank (in its sole discretion) with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to such Lenderthe Defaulting Bank arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other Letter of Credit Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. As of the Effective Date, the Existing Letters of Credit shall be deemed “Letters of Credit” hereunder and shall be subject to the terms and provisions set forth herein.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: extended (and the Issuing Lender shall not be under any obligation to issue any Letter of Credit): (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser least of (A) $5,000,000 5,000,000, (B) 10% of the Borrowing Base in effect at such time, and (BC) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; ; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) thirty days prior to the Maturity Commitment Termination Date; ; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; ; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; ; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; Application (provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; ); (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; ; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 150,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments minus the aggregate outstanding principal amount of all Advances at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of minus the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than five days prior to the earlier Maturity Date; (iii) if such Letter of (A) Credit has an Expiration Date later than one year after the date of issuance thereof or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the "Specified L/Cs"), the date fifteen months after the date of issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is automatically renewable for additional one-year periods and any such Specified L/C may expressly provide that it is automatically renewable for additional fifteen-month periods, which, in either case, shall in no event extend beyond the date referred to in clause (Bii) the Maturity Dateabove; (iiiiv) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (ivv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (vvi) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vivii) unless such Letter of Credit is governed by (A1) the ICC Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it;; and (viii) if the issuance of such Letter of Credit would violate one or more policies of the applicable Issuing Lender applicable to letters of credit generally;; or (ix) except as otherwise agreed by the Issuing Lender, if such Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default . If the terms of any Lender’s obligations Letter of Credit Application referred to fund under Section 2.07(din the foregoing clause (vi) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Agreement, issue, increase, or extend the Expiration Date of, Letters of Credit each Lender severally and for the account itself alone agrees to make Advances of the Borrower Revolving Credit to any of the Borrowers from time to time on any Business DayDay during the period from the Effective Date hereof until (but excluding) the Revolving Credit Maturity Date in an aggregate amount, not to exceed at any one time outstanding such Lender's Percentage of the Revolving Credit Aggregate Commitment. No Subject to the terms and conditions set forth herein, advances, repayments and readvances may be made under the Revolving Credit. Advances of the Revolving Credit shall be subject to the following additional conditions and limitations: A Person shall not be entitled to request an Advance of the Revolving Credit or the Swing Line or the issuance of a Letter of Credit will be issued, increased, or extended: hereunder until (i) if such issuancewith the approval of all Lenders, increaseit has become a party to this Agreement either by execution and delivery of this Agreement, or extension would cause the Letter by execution and delivery of Credit Exposure a Borrower Addendum to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minusthis Agreement, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter unless waived in writing by all Lenders, it has become a party to the Guaranty by execution and delivery of Credit has an Expiration Date later than the earlier Guaranty or of (A) one year after a joinder agreement to the date of issuance thereof and (B) the Maturity Date; Guaranty, (iii) unless such Letter of Credit Documents are waived in form and substance acceptable writing by all Lenders, it has become a party to the Issuing Lender in its sole discretion; Security Agreement, and (iv) unless such Letter of Credit is a standby letter of credit not supporting waived in writing by all Lenders, Holdings has encumbered and/or delivered (or caused to be encumbered and/or delivered), as the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered case may be, either pursuant to the Issuing Lender Security Agreement or a completed separate Pledge Agreement those Equity Interests issued by such Borrower and executed Letter owned by Holdings or a Subsidiary of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered Holdings which are required to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date be encumbered and/or delivered under Section 7.20 hereof, or shall impose upon as applicable, and accompanied in each case by authority documents, legal opinions and other supporting documents as required by Agent and the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender Majority Lenders hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date terms and conditions of this Agreement until 30 days prior to the Maturity DateAgreement, at upon the request of the Borrower, the Issuing Lender shall, Company from time to time on a Business Day (in accordance with the terms and conditions hereinafter set forthhereof), issue, increase, or extend the Expiration Date of, Letters Barclays hereby agrees to issue standby letters of Credit credit for the account of the Borrower on Company or any Business Day. No Letter of Credit will be issued, increased, or extendedits Subsidiaries (as specified by the Company); provided that: (i) if such issuance, increase, or extension would cause the in no event shall any Letter of Credit Exposure to be issued after the Termination Date; (ii) in no event shall any Letter of Credit have an expiration date after the earlier of (a) the first anniversary of the date of issuance of such Letter of Credit and (b) April 11, 2014; (iii) in no event shall any Letter of Credit be issued if after such issuance the aggregate amount of all Letter of Credit Liabilities exceed the lesser amount of the Commitment; (Aiv) $5,000,000 in no event shall any Letter of Credit be issued if after such issuance the amount in the Collateral Account would not, be equal to or greater than 105% of the aggregate amounts of all Letter of Credit Liabilities then outstanding; and (v) in no event shall any Letter of Credit be issued if after such issuance there are more than 20 Letters of Credit then outstanding. The following additional provisions shall apply to Letters of Credit: (a) The Company shall give Barclays at least five Business Days’ irrevocable prior notice (effective upon receipt), or such shorter period as Barclays may agree, specifying the Business Day (which shall be no later than 60 days prior to the Termination Date) each Letter of Credit is to be issued, the account party or parties therefor and the proposed form of such Letter of Credit. (Bb) On each day during the period commencing with the issuance by Barclays of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Commitment shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate then outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Liabilities with respect to such Letter of Credit. (c) Upon receipt from the beneficiary of any Letter of Credit of any restrictiondemand for payment under such Letter of Credit, reserve Barclays shall promptly notify the Company of the amount to be paid by Barclays as a result of such demand and the date on which payment is to be made by Barclays to such beneficiary in respect of such demand (the “Demand Notice”); provided, that failure to so notify the Company shall not relieve the Company of its obligations hereunder or capital requirement otherwise alter the Company’s obligations hereunder. (d) Subject to the provisions of Section 2.4, the Company hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse Barclays for the amount of each such demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by Barclays to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (whether the account party of such Letter of Credit is the Company or one of its Subsidiaries). The Company’s obligation hereunder applies under any and all circumstances and is irrespective of any setoff, counterclaim, or defense to payment which the Issuing Lender Company may have or have had against Barclays; any beneficiary of a Letter of Credit or any other Person, including any defense based upon the occurrence of any draft, demand or certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient, the failure of any disbursement under a Letter of Credit to conform to the terms of the applicable Letter of Credit (if, in the Barclays’ good faith opinion, such disbursement is not otherwise compensated hereunderdetermined to be appropriate) not in effect or any non-application or misapplication by the beneficiary of the proceeds of such disbursement, or the legality, validity, form, regularity, or enforceability of such Letter of Credit; provided, however, that nothing herein shall adversely affect the right of the Company to commence any proceeding against Barclays for any wrongful disbursement made by Barclays under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the date hereofpart of Barclays as determined by a court of competent jurisdiction in a final, non-appealable judgment. (e) The issuance by Barclays of each Letter of Credit shall, in addition to the conditions precedent set forth in Section 8.2, be subject to the conditions precedent that (i) such Letter of Credit shall have a face amount at least equal to $100,000 (or such smaller amount as Barclays may agree) or an integral multiple of $10,000 (or such smaller amount as Barclays may agree) in excess thereof, (ii) such Letter of Credit shall be in such form, contain such terms and support such transactions as shall be satisfactory to Barclays consistent with its then current practices and procedures with respect to letters of credit of the same type (and in any event shall be governed by the International Standby Practices 1998 (ISP98) published by the International Chamber of Commerce), and (iii) the Company shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as Barclays shall have requested consistent with its then current practices and procedures with respect to letters of credit of the same type; provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement, the provisions of this Agreement shall control. (f) The issuance of any modification or supplement to any Letter of Credit hereunder shall be subject to the same conditions applicable under this Section 2.1 to the issuance of new Letters of Credit, and Barclays shall have no obligation to make any such modification or supplement unless the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such modified or supplemented form. (g) The Company shall assume all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Barclays shall impose upon not (except to the Issuing Lender extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment) be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any unreimbursed lossdocument submitted by any party in connection with the application for, cost issuance of, or expense drawing under a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which was not applicable on may prove to be invalid or ineffective for any reason; (iii) failure of the date hereof and beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise; (v) any error, omission, interruption, loss or delay in the transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required in order to make a disbursement thereunder) or of the proceeds thereof; (vi) any error in interpretation of technical terms; (vii) the performance of any transaction which the Issuing Lender in good xxxxx xxxxx material to itunderlies any Letter of Credit; (viii) if any act or omission of any Person other than Barclays; (ix) loss or destruction of any draft, demand, or document in transit or in the issuance possession of others; (x) lack of knowledge of any particular trade usage (other than standard United States and Western European banking usage as used in the normal course of business); or (xi) any consequence arising from causes beyond the control of Barclays. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted Barclays hereunder. In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by Barclays in good faith and in the absence of gross negligence or willful misconduct shall be binding upon the Company and shall not put Barclays under any resulting liability to the Company; provided, however, that nothing herein shall relieve Barclays for any liability for its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Company hereby indemnifies and holds harmless Barclays from and against any and all claims and damages, losses, liabilities, costs or expenses that Barclays may incur (or that may be claimed against Barclays by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by Barclays under any Letter of Credit; provided that the Company shall not be required to indemnify for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of Barclays (as determined by a court of competent jurisdiction in a final, non-appealable judgment) in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit would violate one or more policies of the Issuing Lender applicable (y) Barclays’ failure to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if pay under any Letter of Credit is after the presentation to be denominated in it of a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements request strictly complying with the Borrower or terms and conditions of such Lender Letter of Credit. Nothing in this Section 2.1 is intended to eliminate limit the Issuing Lender’s risk with respect to such Lenderother obligations of the Company under this Agreement.

Commitment. From (a) Each Bank severally agrees, subject to Section 2.1(c) and the other terms and conditions set forth in this Agreement, to lend to Borrower from time to time from the date of this Agreement until 30 days prior to the Maturity Date, Termination Date amounts not to exceed in the aggregate at the request of the Borrowerany one time outstanding, the Issuing Lender shall, on amount of such Bank’s Commitment reduced by an amount equal to the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters sum of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: such Bank’s (ix) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed plus (y) Commitment Percentage of the lesser outstanding principal amount of all Swing Line Loans. Each Borrowing shall (i) be in an aggregate principal amount of $250,000 or any larger integral multiple of (A) $5,000,000 and 250,000 in the case of a Eurodollar Borrowing, or (B) $50,000 in the case of an amount equal to the lesser of (1) the aggregate Commitments at such time Adjusted Base Rate Borrowing, and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the foregoing limitations and the other provisions of this Agreement, Borrower may borrow under this Section 2.1(a), repay amounts borrowed under this Section 2.1(a), and request new Borrowings under this Section 2.1(a). (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the same (“Letter of Credit has an Expiration Date later than Issuer”), will issue Letters of Credit, from time to time during the earlier Letter of Credit Period upon request by Borrower, for the account of Borrower, so long as (i) the sum of (A) one year after the date total Letter of issuance thereof Credit Exposure then existing, and (B) the Maturity Date; amount of the requested Letter of Credit, does not exceed $5,000,000, and (iiiii) unless Borrower would be entitled to a Borrowing under Section 2.1(a) and Section 2.1(c) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any such Letter of Credit, Borrower shall execute and deliver to Letter of Credit Documents are Issuer, Letter of Credit Issuer’s customary letter of credit application (“Letter of Credit Application”). Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer and shall have an expiration date (or must be terminable at the Issuing Lender option of Letter of Credit Issuer) no later than one (1) year from the date of issuance. Upon the date of issuance of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the related Letter of Credit and Letter of Credit Exposure equal to such Bank’s Commitment Percentage of such Letter of Credit and Letter of Credit Exposure. Upon request of any Bank, Administrative Agent shall provide notice to each Bank by telephone, teletransmission, e-mail or telex setting forth each Letter of Credit issued and outstanding pursuant to the terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank’s participation percentage of each such Letter of Credit and the actual dollar amount of each Bank’s participation held by Letter of Credit Issuer(s) thereof for such Bank’s account and risk. In connection with the issuance of Letters of Credit hereunder, Borrower shall pay to Administrative Agent in respect of such Letters of Credit (1) the applicable Letter of Credit Fee in accordance with Section 2.13 hereof, and (2) at the time of issuance of each Letter of Credit, the applicable Letter of Credit Fronting Fee. Administrative Agent shall distribute the Letter of Credit Fee to Banks in accordance with their respective Commitment Percentages, and Administrative Agent shall distribute the Letter of Credit Fronting Fee to the Letter of Credit Issuer for its own account. Any amendment, modification, renewal or extension of any Letter of Credit shall be deemed to be the issuance of a new Letter of Credit for purposes of this Section 2.1(b). Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements in form and substance reasonably satisfactory to Administrative Agent which it may, in its sole discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured or waived, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b). Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer immediately upon demand by such Letter of Credit Issuer, and in immediately available funds, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit issued by it. Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from but excluding the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Adjusted Base Rate; provided, that, in the event Borrower does not reimburse such Letter of Credit Issuer within one Business Day after the date payment is made under any such Letter of Credit, interest on the amount paid or disbursed by Letter of Credit Issuer shall accrue, from but excluding such due date to and including the date of payment, at the lesser of the Maximum Lawful Rate or the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by Administrative Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrower on the one hand, Administrative Agent and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Administrative Agent, Letter of Credit Issuer nor any Bank shall be responsible for any of the following (except to the extent resulting from its gross negligence or willful misconduct): (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection with the application for and issuance of and presentation of drafts with respect to any Letter of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of the Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money errors, omissions, interruptions or delays in transmission or delivery of any Personmessages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter errors in interpretation of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall controltechnical terms; (vi) unless any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of the Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Administrative Agent or any Bank. Borrower shall be obligated to reimburse each Letter of Credit Issuer upon demand for all amounts paid under Letters of Credit as set forth in the immediately preceding paragraph hereof; provided, however, if Borrower for any reason fails to reimburse such Letter of Credit is governed Issuer in full upon demand, Banks shall reimburse such Letter of Credit Issuer in accordance with each Bank’s Commitment Percentage for amounts due and unpaid from Borrower as set forth hereinbelow; provided, however, that no such reimbursement made by Banks shall discharge Borrower’s obligations to reimburse Letter of Credit Issuer. All reimbursement amounts payable by any Bank under this Section 2.1(b) shall include interest thereon at the Federal Funds Rate, from the date of the payment of such amounts by any Letter of Credit Issuer to the date of reimbursement by such Bank. No Bank shall be liable for the performance or nonperformance of the obligations of any other Bank under this paragraph. The reimbursement obligations of Banks under this paragraph shall continue after the Termination Date and shall survive termination of this Agreement and the other Loan Papers. (c) No Bank will be obligated to lend to Borrower or incur Letter of Credit Exposure under this Section 2.1, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) during the existence of any Borrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this Section 2.1(c) shall be deemed to limit any Bank’s obligation to (A) the Uniform Customs and Practice for Documentary Credits (2007 Revisionreimburse any Letter of Credit Issuer with respect to such Bank’s participation in Letters of Credit issued by such Letter of Credit Issuer as provided in Section 2.1(b), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber fund any Refunding Borrowing provided that Borrower is in compliance with Section 4.5 of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lenderthis Agreement.

Commitment. (i) The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Termination Date, at the request of the Borrower, the Issuing Lender Bank shall, in reliance upon the agreements of the Banks set forth in this Section 2.13 on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower or any Subsidiary on any Business Day. ; provided however, that for any Letter of Credit issued for the account of any Subsidiary, the Borrower will be joint and severally liable for the reimbursement obligations of such Subsidiary under such Letter of Credit as provided in subsection (h) below. (ii) No Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, or extension would not cause the Letter of Credit Exposure to exceed the lesser of (Ai) $5,000,000 300,000,000 and (B) an amount equal to the lesser of (1ii) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeAdvances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (Aa) one year 24 months after the date of issuance thereof and (Bb) the Maturity DateNovember 1, 2011; (iiiC) unless such Letter of Credit Documents are in form and substance reasonably acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is either a standby letter Performance Letter of credit not supporting the repayment Credit or a Financial Letter of indebtedness for borrowed money of any Person;Credit; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of (iii) The Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;Credit: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority Person or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement Law applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority Person with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx xxxxx faith deems material to it; (viiiB) if the issuance of such issuaxxx xx xxxx Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;Bank; and (ixC) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s Bank's obligations to fund under Section 2.07(d2.13(c) exists or any Lender Bank is at such time a Defaulting Default Lender hereunder, unless the Issuing Lender Bank has entered into satisfactory arrangements with the Borrower or such Lender Bank to eliminate the Issuing Lender’s Bank's risk with respect to such LenderBank.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and 10,000,000.00 or (B) an amount equal to the lesser of (1I) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeand (II) the Borrowing Base less the aggregate outstanding principal amount of all Advances; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least 30 days' notice given by the Issuing Lender to the beneficiary of such Letter of Credit) and (B) the Maturity Commitment Termination Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided thatand (vi) unless such Letter of Credit is governed by the Uniform Customs and Practices for Documentary Credits (1993 Revision), if International Chamber of Commerce Publication No. 500 or any successor to such publication. If the terms of any such Letter of Credit Application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (BSection 2.10(a)(i)(B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension), and (B) ten days prior to the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d2.10(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Agreement (including without limitation Section 2.3 hereof), issue, increase, or extend each Bank severally and for itself alone agrees to make Advances of the Expiration Date of, Letters Line of Credit for the account in any one or more of the Borrower Permitted Currencies to the Company or to any of the Permitted Borrowers from time to time on any Business Day. No Letter Day during the period from the effective date hereof until (but excluding) the Line of Credit will be issuedMaturity Date in an aggregate amount, increasedbased on the Dollar Amount of any Advances outstanding in Dollars and the Current Dollar Equivalent of any Advances outstanding in Alternative Currencies, or extended: (i) if not to exceed at any one time outstanding such issuance, increase, or extension would cause Bank's Percentage of the Letter Line of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base Maximum Amount. Except as provided in effect at such time minusSection 2.11, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms purposes of this Agreement, Advances in Alternative Currencies shall be determined, denominated and redenominated as set forth in Section 2.10 hereof. All of the Advances of the Line of Credit hereunder shall be evidenced by Line of Credit Notes made by Company or the Permitted Borrowers to each of the Banks in the form attached hereto as Exhibit B-1 or B-2, as the case may be, subject to the terms and conditions of this Agreement Agreement. Advances of the Line of Credit shall control;be subject to the following additional conditions and limitations: (via) unless such Letter A Permitted Borrower shall not be entitled to request an Advance of the Line of Credit is governed hereunder until it has executed and delivered to the Banks, as aforesaid, Line of Credit Notes and has become a party to the Domestic Guaranty or the Foreign Guaranty, as applicable, accompanied in each case by authority documents, legal opinions and other supporting documents as required hereunder. (Ab) No Permitted Borrower shall be entitled to request or maintain (or, in the Uniform Customs case of any Eurocurrency-based Advance, maintain beyond any applicable Interest Period then in effect) an Advance of the Line of Credit hereunder if it ceases to be a 100% Subsidiary of the Company. (c) The maximum aggregate amount of Advances and Practice for Documentary Credits Letters of Credit (2007 Revisionincluding the unreimbursed amount of any draws under any Letters of Credit) available to each of the Permitted Borrowers at any time hereunder, using the Current Dollar Equivalent of any such Advances or Letters of Credit (or unreimbursed draws thereunder) outstanding in any Alternative Currency (determined and tested pursuant to and in accordance with Section 2.13 hereof), International Chamber shall not exceed the Applicable Sublimit of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing each such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderPermitted Borrower.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, at the request of Borrower, Issuing Lender will issue from time to time standby or documentary letters of credit, in each case for the account of Borrower and containing terms of and conditions which are consistent with this Agreement and reasonably satisfactory to Issuing Lender (each such letter of credit, a “Letter of Credit”) in an aggregate outstanding face amount not to exceed the lesser of the Revolving Line or the Borrowing base minus the aggregate amount of the outstanding Advances at any time, the Credit Card Exposure, and the FX Amount, provided that the Stated Amount of all Letters of Credit shall control; not exceed Ten Million Dollars (vi) unless such $10,000,000). No Letter of Credit is governed by shall be issued (Aincluding any renewal or extension of any Letter of Credit previously issued) unless: (a) after giving effect to each such issuance, (i) the Uniform Customs aggregate Stated Amount of all Letters of Credit shall not at any time exceed Ten Million Dollars ($10,000,000) and Practice for Documentary Credits (2007 Revision)ii) Revolving Outstandings will not at any time exceed the Revolving Line, International Chamber of Commerce Publication No. 600, or (Bb) the International Standby Practices conditions set forth in Section 3 have been satisfied, (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress c) the issuance of the International Chamber Letter of Commerce and adhered to by Credit would not violate one or more policies of the Issuing Lender; , and (viid) if any no order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms purport to enjoin or restrain the Issuing Lender from issuing such the Letter of Credit, Credit requested or any Legal Requirement applicable to the Issuing Lender or any from taking an assignment of its Pro Rata Share thereof, and no law, rule, regulation, request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over shall prohibit the Issuing Lender shall prohibitfrom issuing, or request that the Issuing any Lender refrain fromfrom taking an assignment of its Pro Rata Share of, the issuance Letter of Credit requested or letters of credit generally generally, or such Letter of Credit in particular or shall will impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (not in effect on the Closing Date and for which the Issuing Lender is not otherwise already compensated for hereunder) not in effect on the date hereof, or shall will impose upon on the Issuing Lender any unreimbursed loss, cost or expense which that was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx Closing Date deemed to be material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed it by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.”

Commitment. From time (i) Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to time from be a representation by the date of Borrower that the Credit Extension so requested complies with the conditions set forth in Section 2.01 and this Agreement until 30 days prior Section 2.03. Within the foregoing limits, and subject to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthhereof, issue, increase, or extend the Expiration Date of, Borrower’s ability to obtain Letters of Credit for the account of shall be fully revolving, and accordingly the Borrower on any Business Day. No Letter may, during the Availability Period, obtain Letters of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter to replace Letters of Credit Exposure to exceed the lesser that have expired or have been returned for cancellation or that have been drawn upon and reimbursed; provided that no more than 150 Letters of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments Credit may be outstanding at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such any one time;. (ii) if such The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit has an Expiration Date later would occur more than the earlier of (A) one year twelve months after the date of issuance thereof and or last extension, unless the L/C Issuer has approved such expiry date in writing; (B) the Maturity expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date;, unless the L/C Issuer has approved such expiry date in writing; or 361607869 21 (C) if, after giving effect thereto, the outstanding stated amount of all Letters of Credit would exceed the Facility Amount. (iii) unless such The L/C Issuer shall not be under any obligation to issue any Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion;if: (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender L/C Issuer from issuing such Letter of Credit, or any Legal Requirement Law applicable to the Issuing Lender L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender L/C Issuer shall prohibit, or request that the Issuing Lender L/C Issuer refrain from, the issuance of letters of credit generally or such the Letter of Credit in particular or shall impose upon the Issuing Lender L/C Issuer with respect to such the Letter of Credit any restriction, reserve reserve, capital or capital liquidity requirement (for which the Issuing Lender L/C Issuer is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender L/C Issuer in good xxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender L/C Issuer applicable to letters of credit generallygenerally (it being acknowledged by the L/C Issuer that, as of the date hereof, the issuance of Letters of Credit for purposes of supporting reinsurance and insurance obligations or to meet insurance regulatory requirements would not violate any such policy); (ixC) except as otherwise agreed by the Issuing LenderL/C Issuer, if the Letter of Credit is in an initial stated amount less than $100,000; (D) such Letter of Credit is to be denominated in a currency other than DollarsDollars or an Alternative Currency; (E) such Letter of Credit is not substantially in the form of Exhibit C (provided that the L/C Issuer will agree to reasonable changes to such form, not adverse to interests of the L/C Issuer, necessary to satisfy any then applicable requirements of the applicable insurance regulators); (F) [reserved]; or (xG) a default such Letter of Credit contains any Lender’s obligations provisions for automatic reinstatement of the stated amount after any drawing thereunder. (iv) The L/C Issuer shall not be required to fund under Section 2.07(damend any Letter of Credit if (A) exists or any Lender is the L/C Issuer would not be permitted at such time a Defaulting Lender hereunderto issue the Letter of Credit in its amended form under the terms hereof, unless or (B) the Issuing Lender has entered into satisfactory arrangements with beneficiary of the Borrower or such Lender Letter of Credit does not accept the proposed amendment to eliminate the Issuing Lender’s risk with respect to such LenderLetter of Credit.

Commitment. From time to time from the date of this Agreement until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 15,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension) and (B) ten days prior to the Maturity Commitment Termination Date; (iii) unless such the Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s 's risk with respect to such Lender.. 40

Commitment. From (a) On the terms and conditions set forth herein (i) the Issuing Bank agrees from time to time on any Business Day during the period from the date of this Agreement until 30 Closing Date to the last Business Day thirty (30) days prior to the Maturity Date (the "Letter of Credit Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, ") to issue Letters of Credit for the account of the Borrower on Borrower, and to amend or renew Letters of Credit previously issued by it, in accordance with Section 4.3; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Borrower; provided, that the Issuing Bank shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Business Day. No Letter of Credit will be issuedif, increasedas of the date of issuance of such Letter of Credit, after giving effect to the maximum amount payable under such Letter of Credit, (y) the aggregate principal amount of all Letter of Credit Obligations outstanding shall at any time exceed Ten Million Dollars ($10,000,000) or extended: (iz) if such issuance, increase, or extension would cause the aggregate principal amount of Acquisition Loans outstanding plus the Letter of Credit Exposure to Obligations outstanding as of such day shall exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) Total Acquisition Loan Commitment; further, the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than Obligations outstanding, plus the earlier aggregate principal amount of (A) one year after all Loans outstanding shall not at any time exceed the date Total Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the ability of issuance thereof the Borrower to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and (B) the Maturity Date;reimbursed. (iiib) unless such The Issuing Bank is under no obligation to Issue any Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; if: (ivi) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing Issuing such Letter of Credit, or any Legal Requirement of Law applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender Bank shall prohibitprohibit Issuing Bank, or request that the Issuing Lender refrain fromBank refrain, from the issuance Issuance of letters Letters of credit Credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofClosing Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof Closing Date and which the Issuing Lender Bank in good xxxxx xxxxx material to it; ; (viiiii) if the issuance Issuing Bank has received written notice from any Lender, the Agent or the Borrower, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit would violate Credit, that one or more of the applicable conditions contained in Section3.2 of the Credit Agreement is not then satisfied; (iii) the expiration date of any requested Letter of Credit is more than one (1) year from the date of Issuance thereof or after the Maturity Date; (iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Lender applicable to letters Bank, or the Issuance of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if a Letter of Credit is for an amount less than One Hundred Thousand Dollars ($100,000) or to be denominated in a currency other than U.S. Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender.

Commitment. From time Subject to time from the date of this Agreement until 30 days prior to the Maturity Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forthof this Agreement, issueBank agrees to make one or more Advances to Borrower from time to time prior to the Commitment Termination Date, increase, or extend provided that the Expiration Date of, Letters aggregate amount of Credit for the account of the Borrower on all Advances at any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to time outstanding shall not exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2i) the Borrowing Base in effect at from time to time; or (ii) the amount of the Commitment. Subject to the foregoing limitations and other terms of this Agreement, Borrower may borrow, repay and reborrow under the Commitment. The Obligation to repay the Advances made to Borrower pursuant to the Commitment shall be evidenced by Borrower's Note in the form of Exhibit 2.1 hereto, payable to the order of Bank. Within the limits of this Section 2.1, Borrower may borrow, repay and reborrow hereunder, according to the terms hereof, each Advance being evidenced by the Note under which such time minusAdvance is requested; provided, however, that (i) subject to the provisions of the Credit Sweep Service described in Section 2.5 hereof, each case under this clause Prime Rate Advance shall be in a minimum amount of $50,000 or an integral multiple thereof and each LIBOR Advance shall be in a minimum amount of $250,000; (B), the sum of ii) the aggregate outstanding principal amount of all Advances shall not at such time; (ii) if such Letter of Credit has an Expiration Date later than any time exceed the earlier of (A) one year after the date of issuance thereof Borrowing Base then in effect; and (B) the Maturity Date; (iii) unless such Letter no more than eight (8) LIBOR Advances may be outstanding at any time. Each request by Borrower for an Advance under this Section 2.1 may be made by Borrower's delivery (which may be by telephone and immediately confirmed by telecopy facsimile transmission) to Bank of Credit Documents are a request for advance (the "Request for Advance") signed by an executive officer of Borrower in the form of Exhibit "5.2" attached hereto. The Request for Advance for Prime Rate Advances shall be submitted to Bank by at least 12:00 noon, Central Time, on the desired advance date, and substance acceptable for LIBOR Advances shall be submitted to Bank by at least 12:00 noon, Central Time, three Business Days prior to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered desired advance date. Subject to the Issuing Lender a completed terms and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms conditions of this Agreement, Borrower may select a subsequent Interest Period to begin on the last day of the immediately preceding Interest Period for any LIBOR Advance and may convert such LIBOR Advance to a Prime Rate Advance. Subject to the terms and conditions of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision)Agreement, International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by Borrower may also convert a Congress of the International Chamber of Commerce and adhered Prime Rate Advance to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such LenderLIBOR Advance.

Commitment. From time to time from the date of this Agreement until 30 days 5 Business Days prior to the Maturity Date, at the request of the Borrower, the requested Issuing Lender shall, on the terms and conditions hereinafter set forthforth in this Agreement (including, without limitation, the terms of Section 3.01), issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) : if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 the Letter of Credit Sublimit and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) ; if such Letter of Credit has an Expiration Date later than 5 Business Days prior to the earlier Maturity Date; if such Letter of (A) Credit has an expiration date later than one year after its issuance or extension; provided that any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the date option of issuance thereof and (B) the Maturity Date; (iii) applicable Issuing Lender for additional one-year periods; unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender in its sole discretion; (iv) unless ; if such Letter of Credit is a standby letter of credit credit, it does not supporting support the repayment of indebtedness for borrowed money of any Person; (v) ; unless the Borrower has delivered to the applicable Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the applicable Issuing Lender; (vii) ; if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements is satisfied that it will have no Fronting Exposure after giving effect thereto. If the terms of any Letter of Credit Application referred to in the foregoing clause (vi) conflicts with the Borrower terms of this Agreement, the terms of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Lender shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory, that at the time of such Lender funding is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to eliminate the Issuing Lender’s risk with respect to such Lenderthis Agreement.

Commitment. From Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to any of the Borrowers under the Revolving Credit Facility from time to time from the date of this Agreement Closing Date until 30 days prior the Revolving Credit Termination Date on a pro rata basis as to the Maturity Date, at total borrowing requested by the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the applicable Borrower on any Business Day. No Letter day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of Credit will be issuedsuch Lender, increasedprovided, or extended: (i) if such issuancehowever, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of that (A) $5,000,000 and (B) the proceeds of such Advance shall be used solely to finance the purchase by such Borrower or an amount equal to the lesser Eligible Carrier of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minusan Eligible Aircraft or Eligible Engine, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof and (B) the Maturity Date; amount of such Advance (iiitogether with any other Advances relating to such Aircraft or Engine) unless shall not exceed the Applicable Aircraft Borrowing Base or Applicable Engine Borrowing Base (as the case may be) of such Letter of Credit Documents are in form Aircraft or Engine; and substance acceptable provided, further, that the Lenders will not be required and shall have no obligation to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of make any such Letter Advance (i) so long as a Default or an Event of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control; (vi) unless such Letter of Credit Default has occurred and is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, continuing or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viiiii) if the issuance Agent has accelerated the maturity of such Letter of Credit would violate one or more policies any of the Issuing Lender applicable Notes as a result of an Event of Default; and provided further, that immediately after giving effect to letters each such Advance, (Y) the amount of credit generally; Revolving Credit Outstandings shall not exceed the lesser of the Borrowing Base or the Total Revolving Credit Commitment and (ixZ) except none of the Concentration Restrictions shall have been exceeded or otherwise violated. Within such limits, the Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as otherwise agreed to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (1) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (2) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of Section 2.7, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the Issuing Lenderadditional payment, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under any, required by Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender4.5.

Commitment. From (a) Each Bank severally agrees, subject to SECTION 2.1(C) and the other terms and conditions set forth in this Agreement, to lend to Borrower from time to time during the Credit Period amounts not to exceed in the aggregate at any one time outstanding, the amount of such Bank's Commitment reduced by an amount equal to such Bank's Letter of Credit Exposure. Each Borrowing shall (i) be in an aggregate principal amount of $500,000 or any larger integral multiple of $100,000 (except that any Adjusted Base Rate Borrowing may be in an amount equal to the Availability at such time), and (ii) be made from each Bank ratably in accordance with its respective Commitment Percentage. Subject to the date foregoing limitations and the other provisions of this Agreement until 30 days prior Agreement, Borrower may borrow under this SECTION 2.1(A), repay amounts borrowed under this SECTION 2.1(A) and request new Borrowings under this SECTION 2.1(A). (b) Administrative Agent, or such Bank designated by Administrative Agent which (without obligation to do so) consents to the Maturity Datesame ("LETTER OF CREDIT ISSUER"), at will issue Letters of Credit, from time to time during the Credit Period, upon request of the by Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of Borrower or any Restricted Subsidiary designated by Borrower, so long as (i) the sum of (A) the total Letter of Credit Exposure then existing, and (B) the amount of the requested Letter of Credit does not exceed $10,000,000, and (ii) Borrower on would be entitled to a Borrowing under SECTIONS 2.1(A) AND (C) in the amount of the requested Letter of Credit. Not less than three (3) Domestic Business Days prior to the requested date of issuance of any Business Daysuch Letter of Credit, Borrower (and any Restricted Subsidiary of Borrower for whose account such Letter of Credit is being issued) shall execute and deliver to Letter of Credit Issuer, Letter of Credit Issuer's customary letter of credit application. Each Letter of Credit shall be in form and substance acceptable to Letter of Credit Issuer. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) shall have an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such time; (ii) if such Letter of Credit has an Expiration Date expiration date later than the earlier of (Ai) the Termination Date, or (ii) one (1) year after from the date of issuance. Upon the date of issuance thereof of a Letter of Credit, Letter of Credit Issuer shall be deemed to have sold to each other Bank, and (B) each other Bank shall be deemed to have unconditionally and irrevocably purchased from Letter of Credit Issuer, a non-recourse participation in the Maturity Date; (iii) unless related Letter of Credit and Letter of Credit Exposure equal to such Bank's Commitment Percentage of such Letter of Credit Documents are in form and substance acceptable Letter of Credit Exposure. Upon request of any Bank, but not less often than quarterly, Administrative Agent shall provide notice to each Bank by telephone, teletransmission or telex setting forth each Letter of Credit issued and outstanding pursuant to the Issuing Lender in its sole discretion; (iv) unless terms hereof and specifying the Letter of Credit Issuer, beneficiary and expiration date of each such Letter of Credit, each Bank's participation percentage of each such Letter of Credit is a standby letter and the actual dollar amount of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed each Bank's participation held by Letter of Credit Application; provided thatIssuer(s) thereof for such Bank's account and risk. If any Letter of Credit is presented for payment by the beneficiary thereof, if the terms of any Administrative Agent shall cause an Adjusted Base Rate Borrowing to be made from each Bank participating in such Letter of Credit Application conflicts with and Letter of Credit Exposure to reimburse Letter of Credit Issuer for the payment under the Letter of Credit, whether or not Borrower would then be entitled to a Borrowing pursuant to the terms of this Agreementhereof, the terms of this Agreement shall control; (vi) unless and each Bank which participated in such Letter of Credit is governed by and Letter of Credit Exposure shall be obligated to lend its Commitment Percentage of such Adjusted Base Rate Borrowing. At the time of issuance of each Letter of Credit, Borrower shall pay to Administrative Agent a fee equal to the sum of (i) the greater of (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600$500, or (B) one-eighth of one percent (1/8%) per annum (based on the International Standby Practices (ISP98), International Chamber face amount and term of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit), plus (ii) the greater of (A) $500, or any Legal Requirement applicable (B) a per annum percentage equal to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not Applicable Margin in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the of issuance of such Letter of Credit would violate one or more policies (based upon the amount and term of such Letter of Credit). Administrative Agent shall distribute the fee described in subclause (i) of the Issuing Lender applicable to letters preceding sentence paid on issuance of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if such Letter of Credit to the Letter of Credit Issuer which issued such Letter of Credit. The remaining portion of such fee shall be paid to Banks participating in such Letter of Credit and Letter of Credit Exposure based on the relative amounts of their participation in such Letter of Credit and Letter of Credit Exposure. Upon the occurrence of an Event of Default, Borrower shall, on the next succeeding Domestic Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the ratable benefit of all Banks as security for the outstanding Letter of Credit Exposure and the other Obligations, and Borrower will, in connection therewith, execute and deliver such security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this SECTION 2.1(B). Whenever Borrower is required to be denominated in a currency make deposits under this SECTION 2.1(B) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other than Dollars; oraccounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, and of its Restricted Subsidiaries, any guarantor, or any other Person liable for all or any part of the Obligations. (xc) a default No Bank will be obligated to lend to Borrower under this SECTION 2.1 or incur Letter of Credit Exposure, and Borrower shall not be entitled to borrow hereunder or obtain Letters of Credit hereunder (i) during the existence of any Lender’s obligations Borrowing Base Deficiency, or (ii) in an amount which would cause a Borrowing Base Deficiency. Nothing in this SECTION 2.1(C) shall be deemed to limit any Bank's obligation to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk its ratable share of Adjusted Base Rate Borrowings with respect to such Lender.its participation in Letters of Credit made as a result of any drawing under any Letter of Credit. 1/230128.7

Commitment. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Commitment Termination Date, at the request of the Borrower, the Issuing Lender shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, Letters of Credit for the account of the Borrower any Obligor on any Business Day. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 20,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of the aggregate outstanding principal amount of all Advances at such timeAvailability; (ii) if such Letter of Credit has an Expiration Date later than the earlier of (A) one year after the date of issuance thereof (or, in the case of any extension thereof, one year after the date of such extension); provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Lender for additional one-year periods, and (B) 30 days prior to the Maturity Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the Issuing Lender in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;and (vi) unless such Letter of Credit is governed by (A1) the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, or (B2) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree . If the terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit Application referred to in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement foregoing clause (for which the Issuing Lender is not otherwise compensated hereundervi) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements conflicts with the Borrower or such Lender to eliminate terms of this Agreement, the Issuing Lender’s risk with respect to such Lenderterms of this Agreement shall control.

Commitment. (i) The parties hereto acknowledge that on and after the Effective Date the Existing Letters of Credit shall be Letters of Credit issued by the Issuing Bank pursuant to this Agreement. From time to time from the date of this Agreement Effective Date until 30 days prior to the Maturity Termination Date, at the request of the Borrower, the Issuing Lender Bank shall, in reliance upon the agreements of the Banks set forth in this Section 2.13 on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower or any Subsidiary on any Business Day. ; provided however, that for any Letter of Credit issued for the account of any Subsidiary, the Borrower will be joint and severally liable for the reimbursement obligations of such Subsidiary under such Letter of Credit as provided in subsection (h) below. (ii) No Letter of Credit will shall be issued, increased, or extended: (iA) if unless such issuance, increase, or extension would not cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum of less the aggregate outstanding principal amount of all Advances at such timeAdvances; (iiB) if unless such Letter of Credit has an Expiration Date not later than the earlier of (Aa) one year 24 months after the date of issuance thereof and (Bb) the Maturity DateMarch 31, 2011; (iiiC) unless such Letter of Credit Documents are in form and substance reasonably acceptable to the Issuing Lender Bank in its sole discretion; (ivD) unless such Letter of Credit is either a standby letter Performance Letter of credit not supporting the repayment Credit or a Financial Letter of indebtedness for borrowed money of any Person;Credit; and (vE) unless the Borrower has delivered to the Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of (iii) The Issuing Bank shall not be under any such obligation to issue any Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;Credit: (vi) unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority Person or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender Bank from issuing such Letter of Credit, or any Legal Requirement Law applicable to the Issuing Lender Bank or any request or directive (whether or not having the force of law) from any Governmental Authority Person with jurisdiction over the Issuing Lender Bank shall prohibit, or request that the Issuing Lender Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender Bank is not otherwise compensated hereunder) not in effect on the date hereofEffective Date, or shall impose upon the Issuing Lender Bank any unreimbursed loss, cost or expense which was not applicable on the date hereof Effective Date and which the Issuing Lender Bank in good xxxxx fxxxx xxxxx material to it; (viiiB) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally;Bank; and (ixC) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any LenderBank’s obligations to fund under Section 2.07(d2.13(c) exists or any Lender Bank is at such time a Defaulting Default Lender hereunder, unless the Issuing Lender Bank has entered into satisfactory arrangements with the Borrower or such Lender Bank to eliminate the Issuing LenderBank’s risk with respect to such LenderBank.

Commitment. From time to time from the date of this Agreement until 30 days the date which is five Business Days prior to the Maturity Revolver Termination Date, at the request of the BorrowerBorrower or, if the Borrower makes such request to the Administrative Agent, the Administrative Agent, the applicable Issuing Lender Bank shall, on the terms and conditions hereinafter set forth, issue, increase, or extend the Expiration Date of, expiration date of Letters of Credit for the account of the Borrower or any of its Subsidiaries on any Business Day. No Letter of Credit will shall be issued, increased, or extended: (i) if unless such issuance, increase, or extension would not cause the Letter of Credit Exposure to exceed the lesser of (A) $5,000,000 and 50,000,000.00 or (B) an amount equal to the lesser of (1) the aggregate Commitments at such time and (2) the Borrowing Base in effect at such time minus, in each case under this clause (B), the sum amount of the aggregate outstanding principal amount of all Advances at such timeunused Commitments; (ii) if unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year twelve months after the date of issuance thereof (or, if extendable beyond such period, unless such Letter of Credit is cancelable upon at least thirty days’ notice given by the applicable Issuing Bank to the beneficiary of such Letter of Credit) and (B) five days prior to the Maturity Revolver Termination Date; (iii) unless such Letter of Credit Documents are in form and substance acceptable to the applicable Issuing Lender Bank in its sole discretion; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the applicable Issuing Lender Bank a completed and executed Letter of Credit Application; provided that, if the terms of any such Letter of Credit Application conflicts with the terms of this Agreement, the terms of this Agreement shall control;or (vi) if any Lender is a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the deposit by the Borrower with the Administrative Agent into the Cash Collateral Account such amount as such Issuing Bank may request, up to the maximum amount equal to the Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision)Exposure of such Defaulting Lender, International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Lender; (vii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Legal Requirement applicable after giving effect to the Issuing Lender or any request or directive (whether or not having the force provisions of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the Issuing Lender in good xxxxx xxxxx material to it; (viii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (ix) except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be denominated in a currency other than Dollars; or (x) a default of any Lender’s obligations to fund under Section 2.07(d) exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender2.17(a)(iv).