Common use of Issuance of Letters of Credit Clause in Contracts

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent may at any time prior to the Maturity Date request the LC Bankissuance of a standby or trade letter of credit denominated in Dollars (each, upon two a “Letter of Credit”), for its own account or the account of another Credit Party, or the amendment or extension of an existing Letter of Credit, by delivering or transmitting electronically, or having such other Credit Party deliver or transmit electronically to the Issuer (2with a copy to the Agent) a completed application for letter of credit, or request for such amendment or extension, as applicable, in such form as the Issuer may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days’ prior written notice submitted on , or before 11:00 a.m.such shorter period as may be agreed to by the Issuer, Pennsylvania timein advance of the proposed date of issuance, amendment or extension. The Borrowing Agent shall authorize and direct such Issuer to issue name such Credit Party as the “Applicant” or “Account Party” of such Letter of Credit. Promptly after receipt of any letter of credit application, the Issuer shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit by delivering application and if not, such Issuer will provide the Agent with a copy thereof. The Existing Letters of Credit shall be deemed to be “Letters of Credit” issued under this Agreement for all purposes of this Agreement and the Other Documents. (i) Unless the Issuer has received notice from any Lender, the Agent or any Credit Party, at least one day prior to the Administrator a requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 8.2 is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8(a), the Issuer or any of the Issuer’s Affiliates will issue the proposed Letter of Credit Application (the “or agree to such amendment or extension; provided that each Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date shall not expire later than (A) twelve (12) months after such Letter of Credit’s from the date of issuance, extension or renewal, as (B) the case may be, and Letter of Credit Maturity Date; provided further that (x) in no event later than shall the date that is twelve Letter of Credit Obligations exceed, at any one time, the Letter of Credit Sublimit or (12y) months after the date in clause (a) Revolving Facility Usage exceed, at any one time, the Maximum Revolving Advance Amount. Each request by the Borrowing Agent for the issuance, amendment or extension of the definition of “Facility Termination Date.” Each a Letter of Credit shall be subject either deemed to be a representation by the Borrowing Agent that they are in compliance with the preceding sentence and with Section 8.2 after giving effect to the Uniform Customs and Practice for Documentary Credits (2007 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 600, and Promptly after its delivery of any amendments Letter of Credit or revisions thereof adhered any amendment or extension to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunderto the beneficiary thereof, the applicable Issuer will also deliver to the Borrowing Agent and the Agent a true and complete copy of such Letter of Credit or amendment. (ii) Notwithstanding Section 2.8(a)(i), no Issuer shall provide be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport to enjoin or restrain such Issuer from issuing such Letter of Credit, or any Law applicable to such Issuer or any request or directive (whether or not having the LC Bank and LC Participants force of law) from any Governmental Body with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit Application delivered in particular or shall impose upon such Issuer with respect to the Administrator by the Seller pursuant to Letter of Credit any restriction, reserve or capital requirement (for which such Issuer is not otherwise compensated under Section 1.13(a3.9) above, by the close of business not in effect on the day received Closing Date, or if received on a day that shall impose upon such Issuer any unreimbursed loss, cost or expense (for which such Issuer is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, otherwise compensated under Section 3.7) which was not applicable on the next Business DayClosing Date and which such Issuer in good xxxxx xxxxx material to it, or (ii) the issuance of the Letter of Credit would violate one or more policies of such Issuer applicable to letters of credit generally.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 A.M., at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder. (d) Nothing contained in this Agreement shall be construed under any circumstances as an agreement by Agent and/or Lenders to extend the Term or require or obligate in any way Agent, and shall provide the LC Bank and LC Participants with the Letter Lenders and/or Issuer to make any Revolving Advances or to issue any new Letters of Credit Application delivered to (or extend or renew any existing Letters of Credit) on or after the Administrator by last day of the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayTerm.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) are not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller TGI, as agent for the Borrowers, may request the LC Bankissuance of a letter of credit (each a “Letter of Credit”) which may be denominated in either Dollars or an Optional Currency for itself or on behalf of another Loan Party or a non-Loan Party Subsidiary by delivering or having such other Loan Party deliver to the Issuing Bank (with a copy to the Administrative Agent) a completed application and agreement for letters of credit in such form as the Issuing Bank may specify from time to time by no later than 10:00 a.m., upon two Pittsburgh time, at least five (25) Business Days’ prior written notice submitted , or such shorter period as may be agreed to by the Issuing Bank, in advance of the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Bank shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Bank will provide Administrative Agent with a copy thereof. All letters of credit which are identified on or before 11:00 a.m.Schedule 2.8.1 hereto shall be deemed to have been issued under this Agreement. Subject to the terms and conditions hereof and in reliance on the agreements of the other Banks set forth in this Section 2.8, Pennsylvania time, to the Administrative Agent will issue a Letter of Credit by delivering to the Administrator a provided that each Letter of Credit Application shall (A) have a maximum maturity of twenty-four (24) months from the “date of issuance, and (B) expire no later than one Business Day prior to the Expiration Date unless it is fully Cash Collateralized on or before the Expiration Date, in which event, such Letter of Credit Application”)shall expire no later than three hundred sixty-five (365) days after the Expiration Date, substantially and provided that in no event shall (i) the form Dollar Equivalent amount of Annex F hereto and a Purchase NoticeLetters of Credit Outstanding exceed, in at any one time, $100,000,000 or (ii) the form of Annex B heretoDollar Equivalent Revolving Facility Usage exceed, in each case completed to at any one time, the satisfaction of Revolving Credit Commitments. Notwithstanding the Administrator and the LC Bank andforegoing, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application may contain customary automatic renewal provisions agreed upon by TGI and the disposition Issuing Bank pursuant to which the expiration date of documentssuch Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (B) above), subject to a right on the part of the Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal; provided that (I) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than one (1) Business Day prior to the Expiration Date, and to agree with the Administrator upon any amendment, extension or (II) renewal of such Letter(s) of Credit, at the Issuing Bank’s discretion, shall be available upon written request from TGI, as agent for the Borrowers, to the Issuing Bank at least thirty (30) days (or such other time period as agreed by TGI and the Issuing Bank) before the date upon which notice of nonrenewal is otherwise required. Notwithstanding any other provision hereof, the Issuing Bank shall not be required to issue, amend, extend or increase any Letter of Credit. , if any Bank is at such time a Defaulting Bank hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrowers or such Bank to eliminate the Issuing Bank’s risk with respect to such Bank (b) Each Letter of Credit shallit being understood that the Issuing Bank would consider the Borrowers providing cash collateral to the Administrative Agent, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) benefit of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Issuing Bank, as determined by to secure the LC Defaulting Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Ratable Share of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Daysatisfactory arrangement).

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania a.m. (New York City time), to issue a Letter of Credit by delivering to the Administrator a the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F G attached hereto and a Purchase Borrowing Notice, substantially in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably requestBank. The Seller Borrower also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in Facility Termination Date determined pursuant to clause (a) of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of “Facility Termination Date.” Credit hereunder are not satisfied (other than any such condition requiring the Borrower to submit a Borrowing Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Ratable Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Ratable Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(c) to reflect the new Ratable Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Borrower shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.14(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.14(b).

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request Agent to issue or cause the LC Bankissuance of a Letter of Credit by delivering to Agent at the Payment Office, upon prior to 12:00 p.m., at least two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator a proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time the Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a an Investment Notice substantially in the form of Annex B attached hereto and the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in Facility Termination Date determined pursuant to clause (a) of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of “Facility Termination Date.” Credit hereunder are not satisfied (other than any such condition requiring the Seller to submit an Investment Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.14(c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Seller shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.16(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.16(b).

Issuance of Letters of Credit. (a) The Seller may request the that any LC Bank, upon two (2) one Business Days’ Day’s prior written notice submitted on or before 11:00 a.m.noon, Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator and such LC Bank a Letter form of Credit Application letter of credit application for such LC Bank substantially in the form of Annex E attached hereto (the each, a “Letter of Credit Application”), substantially in the form of Annex F hereto ) and a Purchase Notice, Notice substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the applicable LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator or such LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the such LC Bank, as determined by the such LC Bank. (c) The Administrator shall promptly notify the applicable LC Bank and LC ParticipantsBank, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the such LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time noon, New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may at any time prior to the Termination Date request the LC Bankissuance of a letter of credit (together with the Existing Letter of Credit, upon two each a “Letter of Credit” and collectively, the “Letters of Credit”) on behalf of itself or its Subsidiaries, or the amendment or extension of an existing Letter of Credit, by delivering to the relevant Issuing Lender (2with a copy to the Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least three (3) Business Days’ , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Each Letter of Credit shall be a standby letter of credit and no commercial letter of credit shall be issued hereunder. Promptly after receipt of any letter of credit application, the relevant Issuing Lender shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the Agent with a copy thereof. Unless the relevant Issuing Lender has received notice from any Lender, the Agent, or the Borrower, at least one day prior written notice submitted to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 3.02 is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.04, such Issuing Lender or before 11:00 a.m., Pennsylvania time, to any of such Issuing Lender’s Affiliates will issue a Letter of Credit by delivering or agree to the Administrator a such amendment or extension, provided that each Letter of Credit Application shall (A) have a maximum maturity of no greater than twelve (12) months from the date of issuance, and (B) in no event expire later than five (5) Business Days prior to the Termination Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $100,000,000 (the “Letter of Credit ApplicationSublimit”)) or (ii) the Revolving Facility Usage exceed, substantially in at any one time, the form of Annex F hereto and a Purchase NoticeCommitments. Notwithstanding the foregoing, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application may contain customary automatic renewal provisions agreed upon by the Borrower and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any relevant Issuing Lender (each an “Auto-Extension Letter of Credit. (b”) Each pursuant to which the expiration date of such Auto-Extension Letter of Credit shallshall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (B) above), among other things, subject to a right on the part of such Issuing Lender to prevent any such renewal from occurring for one of the reasons set forth in this Section 2.04(a) by giving notice to the beneficiary in advance of any such renewal; provided that the initial expiration date (ior any subsequent expiration date) provide for of each such Auto-Extension Letter of Credit is not later than five (5) Business Days prior to the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied Termination Date. Unless otherwise directed by the documents described therein and (ii) relevant Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any extension of an Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized the relevant Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than twelve the date set forth in clause (12B) months after above; provided, however, that an Issuing Lender shall not permit any such extension if (I) such Issuing Lender has determined that it would not be permitted, or would have no obligation at such time, to issue such Letter of Credit’s date of issuanceCredit in its revised form (as extended) under the terms hereof, extension or renewal, as (II) it has received notice (which may be by telephone or in writing) on or before the case may be, and in no event later than day that is five Business Days before the date that is twelve (12) months after notice must be given to prevent an extension of such Letter of Credit from the date in clause (a) Agent or any Lender that one or more of the definition applicable conditions specified in Section 3.02 is not then satisfied and directing such Issuing Lender not to permit such extension (it being understood and agreed that, in the event an Issuing Lender shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of “Facility Termination Date.” Credit until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with this Section 2.04(a) and with Section 3.02 after giving effect to the Uniform Customs and Practice for Documentary Credits (2007 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 600, and Promptly after its delivery of any amendments Letter of Credit or revisions thereof adhered any amendment to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunderto the beneficiary thereof, the relevant Issuing Lender will also deliver to the Borrower and shall provide the LC Bank Agent a true and LC Participants with the complete copy of such Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Dayamendment.

Issuance of Letters of Credit. (a) The Seller Any Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania a.m. (New York City time, ) to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F G attached hereto and a Purchase Borrowing Notice, substantially in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably requestBank. The Seller Each Borrower also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in Facility Termination Date determined pursuant to clause (a) of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of “Facility Termination Date.” Credit hereunder are not satisfied (other than any such condition requiring the Borrowers to submit a Borrowing Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrowers and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Ratable Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrowers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Ratable Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(c) to reflect the new Ratable Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Borrowers shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.14(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.14(b).

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase an Issuance Notice, substantially in the form of Annex B heretoB-2 (each, an “Issuance Notice”), in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC ParticipantsParticipant, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Issuance Notice delivered to the Administrator by the Seller pursuant to Section 1.13(aparagraph (a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 12:00 Noon at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent in its Permitted Discretion, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer’s standard form of Credit Application letter of credit and security agreement and standard form of letter of credit application (collectively, the “Letter of Credit Application”)) and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Agent; and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller also has the right Agent shall use its best efforts to give instructions and make agreements with respect to any Letter cause all Letters of Credit Application requested by Xxxxxxxx and the disposition of documents, and to agree approved by Agent in accordance with the Administrator upon any amendment, extension or renewal terms of any Letter of Creditthis Agreement to be issued no later than three (3) Business Days after the day so requested by Xxxxxxxx. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance. With respect to clause (ii) above, extension or renewal, as the case may be, and in no event shall any Letters of Credit issued hereunder have an expiry date later than the date that is twelve Termination Date unless Borrower provides cash collateral equal to not less than one hundred five percent (12) months after the date in clause (a105%) of the definition of “Facility Termination Date.” Each Letter face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance satisfactory to Agent. All Letters of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)laws or rules designated in such Letter of Credit, International Chamber of Commerce Publication No. 600or if no laws or rules are designated, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-ISP98 – International Chamber of Commerce Publication Number 590)) (the “ISP98 Rules”) and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined the laws of the State of New York and applicable United States Federal law. If, at Borrower’s request, the Letter of Credit expressly chooses a letter of credit governing rule that is not the ISP98 Rules or a state or country law other than New York state law and United States Federal law or is silent with respect to the choice of the ISP98 Rules or a governing law, neither Agent nor Issuer shall be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Agent or Issuer if such action or inaction is or would be justified under the ISP98 Rules, New York law, applicable United States Federal law or the law governing the Letter of Credit. Xxxxxxxx agrees that for matters not addressed by the LC BankISP98 Rules, the Letter of Credit shall be subject to and governed by the laws of the State of New York and applicable United States Federal laws. If, at Borrower’s request, the Letter of Credit expressly chooses a state or country law other than New York state law and United States Federal law or is silent with respect to the choice of the ISP98 Rules or a governing law, Issuer shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Issuer if such action or inaction is or would be justified under the ISP98 Rules, New York law, applicable United States Federal law or the law governing the Letter of Credit. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Xxxxxxxx for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer's standard form of Credit Application letter of credit and security agreement and standard form of letter of credit application (collectively, the “"Letter of Credit Application”)") and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with arrange the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve one (121) months year after such Standby Letter of Credit’s 's date of issuance, extension issuance or renewal, as the case may bedate on which such Standby Letter of Credit is extended automatically in accordance with its terms, and in no event having an expiry date later than the date that is twelve Revolving Maturity Date unless, prior to the Revolving Maturity Date, Loan Parties provide cash collateral equal to not less than one hundred five percent (12) months after the date in clause (a105%) of the definition of “Facility Termination Date.” Each Letter face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance satisfactory to Agent. All Standby Letters of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)laws or rules designated in such Standby Letter of Credit, International Chamber of Commerce Publication No. 600or if no laws or rules are designated, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-—International Chamber of Commerce Publication Number 590)) (the "ISP98 Rules") and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined by the LC Banklaws of the State of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documentsdocuments and any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. The Existing Letters of Credit shall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of this Agreement and the Other Documents. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), ) (the “ISP98 Rules”) and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, the Borrowers’ Representative may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue a Letter of Credit by delivering to the Administrator a Letter L/C Issuer, reasonably in advance of Credit Application the proposed date of issuance, the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator L/C Issuer, and the LC Bank and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Subject to the terms hereof, the Borrowers’ Representative also has the right to give instructions and make agreements with respect to any application, any applicable Letter of Credit Application and the security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, disposition of documentsany unutilized funds, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) shall provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) therein. In addition, no Letter of Credit shall have an expiry expiration date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that which is twelve (12) months after one year from the date of issuance of such standby Letter of Credit (the “L/C Maturity Date”); provided that all Letter of Credit Obligations shall be required to be paid and/or Cash Collateralized on the Final Maturity Date (unless they have been Cash Collateralized prior to the Final Maturity Date). Subject to the foregoing, the L/C Issuer may agree that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the L/C Issuer elects not to extend for any such additional period and provides written notice to such effect to the Borrowers’ Representative as set forth in clause such Letter of Credit or Letter of Credit Application. (ac) Each Letter of the definition of “Facility Termination Date.” Credit shall be denominated in Dollars. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600 (“UCP 600, and any amendments or revisions thereof adhered to by the LC Bank ”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (cd) The Administrator L/C Issuer shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Administrative Agent of the each request by the Seller a Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time the Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 2.10(b) or any other provision of this Agreement, Borrowers may request and shall provide Agent (or any other Issuer) may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends beyond the LC Bank and LC Participants with last day of the Term as then in effect when such Letter of Credit Application delivered (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the Administrator requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the last day of the Term as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letter of Credits (including all reimbursement obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by the Seller pursuant to Section 1.13(a) above, by the close Agent in connection with a drawing under a Post-Term Letter of business on the day received or if received on a day Credit that is not immediately reimbursed by Borrowers (including any such fees, charges and interest accruing thereon after the last day of the Term, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrowers, whether or not a Business Day claim for post-filing or post-petition fees, charges and interest is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations of Borrowers secured by the Collateral pursuant to the Liens created under this Agreement and the Other Documents both prior to and after the expiration of the Term, and Agent and Lenders shall have no obligations to release any Liens on any Business Day after 11:00 a.m. Pennsylvania the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders with respect to Revolving Advances, until such time on as the last such dayPost-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, provided that, notwithstanding the foregoing, on the next Business Daylast day of the Term, Borrowers may provide cash collateral (any such cash collateral, the “Post-Term Cash Collateral”) to Agent to be held as security for such Post-Term Letter of Credit Obligations (and Borrowers hereby grant to Agent a Lien and security interest in any such Post-Term Cash Collateral so provided) in an amount equal to one hundred and ten percent (110%) of the then-outstanding undrawn face amount of all such Post-Term Letters of Credit plus the amount of all Letter of Credit Fees that would accrue with respect to such Post-Term Letters of Credit from and after the last day of the Term through the expiry date as then in effect for each such Post Term Letter of Credit, and in such event, if all other Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, Agent and Lenders will agree to release the Liens and security interests on all other Collateral (subject to customary payoff releases and indemnities) in accordance with this Agreement. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the last day of the Term (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article II, Sections 2.9, 2.10, 2.11 and Section 3.2 of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers, Agent and/or Issuer with respect to any Post-Term Letter of Credit (other than any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation of the obligations under Section 3.2 of this Agreement for Borrowers to pay Letter of Credit Fees to Agent and Issuer with respect to any Post-Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and the obligations under Section 2.9 for Borrowers to pay interest on any disbursements or payments made by Agent and/or Issuer relating to any Post-Term Letter of Credit until reimbursed. (g) Nothing contained in this Agreement shall be construed under any circumstances as an agreement by Agent and/or Lenders to extend the Term or require or obligate in any way Agent, Lenders and/or Issuer to make any Revolving Advances or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) on or after the last day of the Term.

Issuance of Letters of Credit. (a) The Seller may request the that any LC Bank, upon two three (23) Business Days’ prior written notice submitted on or before 11:00 a.m.2:00 p.m., Pennsylvania timeNew York City time (or such later date and time as such LC Bank may agree in its sole discretion), to issue a Letter of Credit by completing and delivering to the Administrator a and each Purchaser Agent in accordance with Section 5.2 (i) the applicable LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto E hereto, and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the applicable LC Bank andBank, and (ii) such other certificates, documents and other papers and information as the Administrator applicable LC Bank may reasonably request. The Seller will also has have the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator applicable LC Bank upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shallwill, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s the date of issuance, extension or renewal, as the case may be, of such Letter of Credit and in no event later than twelve (12) months after the Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the applicable LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date Termination Date or (y) the applicable LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) is not satisfied (other than any such condition requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the applicable LC Bank, in the case of clause (ax) above, may, or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the definition extent permitted by) the terms of “Facility Termination Date.” such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the applicable LC Bank, as determined by the applicable LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, any Borrower (or the Administrative Borrower on behalf of any other Borrower) may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter L/C Issuer, at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days' prior to the proposed date of Credit Application issuance (or such shorter period as may be agreed by the L/C Issuer in its sole discretion), the L/C Issuer's form of letter of credit application (the “"Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ") completed to the reasonable satisfaction of the Administrator and the LC Bank L/C Issuer; and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Each Borrower (or the Administrative Borrower on behalf of another Borrower) also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 15 days prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer ("UCP 600") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ("ISP98 Rules"), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms and conditions hereof, the Company may from time to time during the Revolving Credit Commitment Period request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, any Issuing Lender to issue a Letter of Credit (including a counter-standby Letter of Credit) denominated in Dollars or Canadian dollars by delivering to the Administrator a Letter of Credit Administrative Agent at its address specified in Section 12.2 and the Issuing Lender an L/C Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Issuing Lender, together with the proposed form of the Letter of Credit (which shall comply with the applicable requirements of clause (b) below) and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Issuing Lender may reasonably request. The Seller also has ; provided that if the right Issuing Lender informs the Company that it is for any reason unable to give instructions and make agreements with respect open such Letter of Credit, the Company may request another Lender to any open such Letter of Credit Application upon the same terms offered to the initial Issuing Lender and the disposition of documents, and if such other Lender agrees to agree with the Administrator upon any amendment, extension or renewal of any issue such Letter of CreditCredit each reference to the Issuing Lender for purposes of the Credit Documents shall be deemed to be a reference to such Lender. Letters of Credit shall be denominated in Dollars or Canadian dollars. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) subject to clause (c) below, have an expiry date occurring not later than the earlier of (A) three hundred and sixty-five (365) days after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Credit Termination Date; provided that the Specified Letter of Credit may have an expiry date not later than twelve June 29, 2022. (12c) months after If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit with a one-year tenor that has automatic extension or renewal provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any such Auto‑Extension Letter of Credit must permit the Issuing Lender to prevent any such extension or renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuanceissuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.1(a), Section 2.5 or otherwise), or (B) it has received written notice on or before the day that is thirty (30) days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or renewal(2) from the Administrative Agent, as any Revolving Credit Lender or the case may beCompany that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (d) Notwithstanding anything herein to the contrary, the Issuing Lender shall have no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall be subject either by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law relating to the Uniform Customs and Practice for Documentary Credits Issuing Lender or any request or directive (2007 Revision)whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, International Chamber or request that the Issuing Lender refrain from, the issuance of Commerce Publication No. 600, and any amendments letters of credit generally or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and in particular or shall provide impose upon the LC Bank and LC Participants Issuing Lender with the respect to such Letter of Credit Application delivered to any restriction, reserve or capital requirement (for which the Administrator by the Seller pursuant to Section 1.13(aIssuing Lender is not otherwise compensated hereunder) above, by the close of business not in effect on the day received Closing Date, or if received on a day that is shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, applicable on the next Business DayClosing Date and which the Issuing Lender in good xxxxx xxxxx material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, the Administrative Borrower may request the LC BankL/C Issuer to issue or cause the issuance of a Letter of Credit for itself or any Subsidiary (subject to the limitations contained in subclause (g) of the definition of Permitted Intercompany Advances) by delivering to the Administrative Agent, upon two at the Payment Office, prior to 2:00 p.m. (2New York time), at least five (5) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator a Letter proposed date of Credit Application issuance, the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator L/C Issuer, and the LC Bank and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Administrative Borrower, also has the right to give instructions and make agreements with the L/C Issuer with respect to any Letter application, any applicable letter of Credit Application credit and related security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, and the disposition of applicable documents, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) except as provided in Section 3.02(d) below, have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 1 Business Day prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 3.02(b) or any other provision of this Agreement, Administrative Borrower may request and shall provide L/C Issuer may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends beyond the LC Bank and LC Participants with the Final Maturity Date then in effect when such Letter of Credit Application delivered (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the Administrator requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the Final Maturity Date as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. Nothing contained in this Section 3.02(d) shall be construed under any circumstances as an agreement by Lenders to extend the Seller pursuant Final Maturity Date or require or obligate in any way Agent, Lenders and/or Issuer to Section 1.13(amake any Loans or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) aboveon or after the Final Maturity Date. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letters of Credit (including all Reimbursement Obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by the close L/C Issuer in connection with a drawing under a Post-Term Letter of business on the day received or if received on a day Credit that is not immediately reimbursed by Borrowers (including any such interest accruing thereon after the Final Maturity Date, or after the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a Business Day claim for post-filing or post-petition interest and/or Letter of Credit Fees is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations secured by the Collateral pursuant to the Liens created under the Loan Documents both prior to and after the Final Maturity Date, and Agents and Lenders shall have no obligations to release any Liens on any Business Day after 11:00 a.m. Pennsylvania the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders hereunder, until such time on as the last such dayPost-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been Paid in Full, provided that, notwithstanding the foregoing, on the next Business DayFinal Maturity Date, Borrowers may Cash Collateralize each such Post-Term Letter of Credit, and in such event, if all other Obligations have been Paid in Full, Collateral Agent may release the Liens and security interests on all other Collateral in accordance with the Loan Documents. Administrative Agent will deposit such Cash Collateral in a non-interest bearing deposit account maintained at Administrative Agent. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit Obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the Final Maturity Date (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article III and Section 2.18(c) [Letter of Credit Fees] of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers and/or L/C Issuer with respect to any Post-Term Letter of Credit (other than any provisions providing for any obligations of any Lenders or any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation (i) the obligations under Section 2.18(c) [Letter of Credit Fees] of this Agreement for Borrowers to pay Letter of Credit Fees to L/C Issuer with respect to any Post-Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and (ii) the obligations under this Article III for Borrowers to pay interest on any disbursements or payments made by L/C Issuer relating to any Post-Term Letter of Credit until reimbursed.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer’s standard form of Credit Application letter of credit and security agreement and standard form of letter of credit application (collectively, the “Letter of Credit Application”)) and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Agent; and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller also has the right Agent shall use its best efforts to give instructions and make agreements with respect to any Letter cause all Letters of Credit Application requested by Borrower and the disposition of documents, and to agree approved by Agent in accordance with the Administrator upon any amendment, extension or renewal terms of any Letter of Creditthis Agreement to be issued no later than three (3) Business Days after the day so requested by Borrower. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance. With respect to clause (ii) above, extension or renewal, as the case may be, and in no event shall any Letters of Credit issued hereunder have an expiry date later than the date that is twelve Termination Date unless Borrower provides cash collateral equal to not less than one hundred five percent (12) months after the date in clause (a105%) of the definition of “Facility Termination Date.” Each Letter face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance satisfactory to Agent. All Letters of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)laws or rules designated in such Letter of Credit, International Chamber of Commerce Publication No. 600or if no laws or rules are designated, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-ISP98 – International Chamber of Commerce Publication Number 590)) (the “ISP98 Rules”) and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined the laws of the State of New York and applicable United States Federal law. If, at Borrower’s request, the Letter of Credit expressly chooses a letter of credit governing rule that is not the ISP98 Rules or a state or country law other than New York state law and United States Federal law or is silent with respect to the choice of the ISP98 Rules or a governing law, neither Agent nor Issuer shall be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Agent or Issuer if such action or inaction is or would be justified under the ISP98 Rules, New York law, applicable United States Federal law or the law governing the Letter of Credit. Borrower agrees that for matters not addressed by the LC BankISP98 Rules, the Letter of Credit shall be subject to and governed by the laws of the State of New York and applicable United States Federal laws. If, at Borrower’s request, the Letter of Credit expressly chooses a state or country law other than New York state law and United States Federal law or is silent with respect to the choice of the ISP98 Rules or a governing law, Issuer shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Issuer if such action or inaction is or would be justified under the ISP98 Rules, New York law, applicable United States Federal law or the law governing the Letter of Credit. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Representative, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Lender to issue or cause the issuance of a Letter of Credit by delivering to Lender at the Administrator Payment Office, Issuer's standard form of letter of credit application (a Letter of Credit Application (the “"Letter of Credit Application”)") and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank andLender, together with such other certificates, documents and other papers and information as the Administrator Lender or Issuer may reasonably request. The Seller Borrowing Representative, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any Letter of Credit Application and the disposition of documents, disposition of any unutilized funds, and to agree with arrange for the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve one (121) year after such Letter of Credit's date of issuance, in the case of "standby" Letters of Credit, and six (6) months after such Letter of Credit’s 's date of issuance, extension or renewal, as in the case may beof "trade" Letters of Credit, and in no event later than thirty (30) days prior to the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank or Issuer and, to the International Standby Practices (ISP98-International Chamber extent not inconsistent therewith, the laws of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankState of New York. (c) The Administrator Lender and each Issuer shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for each have absolute discretion whether to accept any draft drawn on a Letter of Credit hereunderCredit. Without in any way limiting Lender's or any Issuer's absolute discretion whether to accept any draft, Borrowing Representative will not present for acceptance any draft, and shall provide Lender and each Issuer will generally not accept any drafts (i) that arise out of transactions involving the LC Bank sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which Lender, or any Issuer, as appropriate, has not received all related documents, instruments and LC Participants with forms requested by Lender or such Issuer, (iv) for which Lender or any Issuer, as appropriate, is unable to locate a purchaser in the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close ordinary course of business on the day received standard terms, or if received on a day (v) that is not a Business Day eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended. (d) Subject to the terms and conditions hereof, Lender shall issue or cause the issuance of air releases and steamship guarantees on any Business Day after 11:00 a.m. Pennsylvania time on behalf of Borrower. Borrowing Representative may request Lender to issue or cause the issuance of air releases and steamship guarantees by delivering to Lender at the Payment Office such daycertificates, on documents and other papers and information as Lender may request. In addition, for purposes hereof, the next Business Daydefinition of "Letters of Credit" shall include all air releases and steamship guarantees issued or caused to be issued by Lender.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice pursuant to the Purchase Notice substantially in the form of Exhibit II attached hereto submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit VI attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank (“UCP600”), or the International Standby Practices (ISP98-), International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (ai) The Seller may request Borrower shall give an Issuing Bank and the LC Bank, upon two (2) Business Days’ prior Funding Agent written notice submitted on or before 11:00 a.m., Pennsylvania time, that it has selected such Issuing Bank to issue a Letter of Credit not later than 11:00 a.m. (New York time) on the third (3rd) Business Day preceding the requested date for issuance thereof under this Agreement, or such shorter notice as may be acceptable to such Issuing Bank and the Funding Agent. Such notice shall be irrevocable unless and until such request is denied by delivering the applicable Issuing Bank and shall specify (A) that the requested Letter of Credit is either a Commercial Letter of Credit or a Standby Letter of Credit, (B) the stated amount of the Letter of Credit requested, (C) the effective date (which shall be a Business Day) of issuance of such Letter of Credit, (D) the date on which such Letter of Credit is to expire (which shall be a Business Day and no later than the Administrator earlier of (x) the one year anniversary of the date of such Letter of Credit and (y) the Business Day immediately preceding the Revolving Loan Commitment Termination Date), (E) the Person for whose benefit such Letter of Credit is to be issued, (F) other relevant terms of such Letter of Credit and (G) the amount of the then outstanding Letter of Credit Obligations. Such Issuing Bank shall notify the Funding Agent immediately upon receipt of a written notice from the Borrower requesting that a Letter of Credit Application (the “be issued, or that an existing Letter of Credit Application”)be extended or amended and, substantially in upon the form Funding Agent's request therefor, send a copy of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed such notice to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of CreditFunding Agent. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuanceThe Issuing Bank shall give the Funding Agent written notice, extension or renewal, as the case may be, and telephonic notice confirmed promptly thereafter in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunderwriting, of the request by the Seller for issuance, amendment or extension of a Letter of Credit hereunder(which notice the Funding Agent shall promptly transmit by telegram, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered telex, telecopy, telephone or similar transmission to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Dayeach Lender).

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a an Investment Notice substantially in the form of Annex B attached hereto and the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and the LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and the LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request that the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuanceissuance provided that any such Letter of Credit may automatically renew if such Letter of Credit has an automatic renewal feature set forth in the terms thereof, extension unless the LC Bank or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) such LC Bank’s Affiliates give notice of the definition termination of “Facility Termination Date.” such Letter of Credit. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time the Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 2.10(b) or any other provision of this Agreement, Borrowers may request and shall provide Agent (or any other Issuer) may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends beyond the LC Bank and LC Participants with last day of the Term as then in effect when such Letter of Credit Application delivered (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the Administrator requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the last day of the Term as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letter of Credits (including all reimbursement obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by the Seller pursuant to Section 1.13(a) above, by the close Agent in connection with a drawing under a Post-Term Letter of business on the day received or if received on a day Credit that is not immediately reimbursed by Borrowers (including any such interest accruing thereon after the last day of the Term, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrowers, whether or not a Business Day claim for post-filing or post-petition interest is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations of Borrowers secured by the Collateral pursuant to the Liens created under this Agreement and the Other Documents both prior to and after the expiration of the Term, and Agent and Lenders shall have no obligations to release any Liens on any Business Day after 11:00 a.m. Pennsylvania the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders with respect to Revolving Advances, until such time on as the last such dayPost-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, provided that, notwithstanding the foregoing, on the next Business Daylast day of the Term, Borrowers may provide cash collateral (any such cash collateral, the “Post-Term Cash Collateral”) to Agent to be held as security for such Post-Term Letter of Credit Obligations (and Borrowers hereby grant to Agent a Lien and security interest in any such Post-Term Cash Collateral so provided) in an amount equal to one hundred and ten percent (110%) of the then-outstanding undrawn face amount of all such Post-Term Letters of Credit plus the amount of all Letter of Credit Fees that would accrue with respect to such Post-Term Letters of Credit from and after the last day of the Term through the expiry date as then in effect for each such Post Term Letter of Credit, and in such event, if all other Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, Agent and Lenders will agree to release the Liens and security interests on all other Collateral (subject to customary payoff releases and indemnities) in accordance with this Agreement. Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the last day of the Term (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article II, Sections 2.9, 2.10, 2.11 and Section 3.2 of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers, Agent and/or Issuer with respect to any Post-Term Letter of Credit (other than any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation of the obligations under Section 3.2 of this Agreement for Borrowers to pay Letter of Credit Fees to Agent and Issuer with respect to any Post-Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and the obligations under Section 2.9 for Borrowers to pay interest on any disbursements or payments made by Agent and/or Issuer relating to any Post-Term Letter of Credit until reimbursed. (g) Nothing contained in this Agreement shall be construed under any circumstances as an agreement by Agent and/or Lenders to extend the Term or require or obligate in any way Agent, Lenders and/or Issuer to make any Revolving Advances or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) on or after the last day of the Term.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, any Borrower (or the Administrative Borrower on behalf of any other Borrower) may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter L/C Issuer, at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of Credit Application issuance (or such shorter period as may be agreed by the L/C Issuer in its sole discretion), the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator and the LC Bank L/C Issuer; and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Each Borrower (or the Administrative Borrower on behalf of another Borrower) also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 15 days prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may at any time prior to the Termination Date request the LC Bankissuance of a letter of credit (each a “Letter of Credit” and collectively, upon two the “Letters of Credit”) on behalf of itself or its Subsidiaries, or the amendment or extension of an existing Letter of Credit, by delivering to the relevant Issuing Lender (2with a copy to the Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time by no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) at least three (3) Business Days’ , or such shorter period as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Each Letter of Credit shall be a standby letter of credit and no commercial letter of credit shall be issued hereunder. Promptly after receipt of any letter of credit application, the relevant Issuing Lender shall confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide the Agent with a copy thereof. Unless the relevant Issuing Lender has received notice from any Lender, the Agent, or the Borrower, at least one day prior written notice submitted to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 3.02 is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.04, such Issuing Lender or before 11:00 a.m., Pennsylvania time, to any of such Issuing Lender’s Affiliates will issue a Letter of Credit by delivering or agree to the Administrator a such amendment or extension, provided that each Letter of Credit Application shall (A) have a maximum maturity of no greater than twelve (12) months from the date of issuance, and (B) in no event expire later than five (5) Business Days prior to the Termination Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, $100,000,000 (the “Letter of Credit ApplicationSublimit”)) or (ii) the Revolving Facility Usage exceed, substantially in at any one time, the form of Annex F hereto and a Purchase NoticeCommitments. Notwithstanding the foregoing, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application may contain customary automatic renewal provisions agreed upon by the Borrower and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any relevant Issuing Lender (each an “Auto-Extension Letter of Credit. (b”) Each pursuant to which the expiration date of such Auto-Extension Letter of Credit shallshall automatically be extended for a period of up to 12 months (but not to a date later than the date set forth in clause (B) above), among other things, subject to a right on the part of such Issuing Lender to prevent any such renewal from occurring for one of the reasons set forth in this Section 2.04(a) by giving notice to the beneficiary in advance of any such renewal; provided that the initial expiration date (ior any subsequent expiration date) provide for of each such Auto-Extension Letter of Credit is not later than five (5) Business Days prior to the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied Termination Date. Unless otherwise directed by the documents described therein and (ii) relevant Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any extension of an Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized the relevant Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than twelve the date set forth in clause (12B) months after above; provided, however, that an Issuing Lender shall not permit any such extension if (I) such Issuing Lender has determined that it would not be permitted, or would have no obligation at such time, to issue such Letter of Credit’s date of issuanceCredit in its revised form (as extended) under the terms hereof, extension or renewal, as (II) it has received notice (which may be by telephone or in writing) on or before the case may be, and in no event later than day that is five Business Days before the date that is twelve (12) months after notice must be given to prevent an extension of such Letter of Credit from the date in clause (a) Agent or any Lender that one or more of the definition applicable conditions specified in Section 3.02 is not then satisfied and directing such Issuing Lender not to permit such extension (it being understood and agreed that, in the event an Issuing Lender shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of “Facility Termination Date.” Credit until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be subject either deemed to be a representation by the Borrower that it shall be in compliance with this Section 2.04(a) and with Section 3.02 after giving effect to the Uniform Customs and Practice for Documentary Credits (2007 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 600, and Promptly after its delivery of any amendments Letter of Credit or revisions thereof adhered any amendment to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunderto the beneficiary thereof, the relevant Issuing Lender will also deliver to the Borrower and shall provide the LC Bank Agent a true and LC Participants with the complete copy of such Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Dayamendment.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) one Business Days’ Day’s prior written notice submitted on or before 11:00 a.m.noon, Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC ParticipantsParticipant, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time noon, New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Issuer to issue or cause the issuance of a Letter of Credit - AIC by delivering to Agent at the Administrator a Payment Office and to Issuer, prior to 10:00 a.m., at least three (3) Business Days prior to the proposed date of issuance, Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator Agent and the LC Bank Issuer; and, such other certificates, documents and other papers and information as the Administrator Agent and Issuer may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent and Issuer upon any amendment, extension or renewal of any Letter of Credit. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Revolving Lenders of the request by the Seller Borrowing Agent for a Letter of Credit - AIC hereunder, . (d) Borrowing Agent shall provide Agent with not less than five (5) Business Days prior written notice of its request to obtain one more Letters of Credit - Non-AIC and shall provide the LC Bank and LC Participants Agent with the all reasonably requested documentation relating to each such Letter of Credit Application delivered and the collateral to the Administrator by the Seller pursuant be posted to Section 1.13(a) above, by the close secure such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit.

Issuance of Letters of Credit. (a) The Seller Borrowing Representative, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Lender to issue or cause the issuance of a Letter of Credit by delivering to Lender at the Administrator Payment Office, Issuer’s standard form of letter of credit application (a Letter of Credit Application (the “Letter of Credit Application”)) and any draft, substantially in the form of Annex F hereto and a Purchase Noticeif applicable, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank andLender, together with such other certificates, documents and other papers and information as the Administrator Lender or Issuer may reasonably request. The Seller Borrowing Representative, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any Letter of Credit Application and the disposition of documents, disposition of any unutilized funds, and to agree with arrange for the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve one (121) year after such Letter of Credit’s date of issuance (but with an “evergreen” feature if approved by the Lender in its discretion) in the case of “standby” Letters of Credit, and six (6) months after such Letter of Credit’s date of issuance, extension or renewal, as in the case may beof “trade” Letters of Credit, and in no event later than thirty (30) days prior to the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank or Issuer and, to the International Standby Practices (ISP98-International Chamber extent not inconsistent therewith, the laws of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankState of New York. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the Borrowing Representative will not request by the Seller for a Letter of Credit hereunder(i) that arises out of transactions involving the sale of goods by any Borrower not in the ordinary course of its business, (ii) that involves a sale to an Affiliate of any Borrower, (iii) that involves any purchase for which Lender, or any Issuer, as appropriate, has not received all related documents, instruments and shall provide forms requested by Lender or such Issuer, (iv) for which Lender or any Issuer, as appropriate, is unable to locate a purchaser in the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close ordinary course of business on standard terms, or (v) where the day received relevant drafts are not eligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, as amended. (d) Subject to the terms and conditions hereof, Lender shall, if applicable, issue or if received cause the issuance of air releases and steamship guarantees on a day that is not a Business Day behalf of Borrower. Borrowing Representative may request Lender to issue or on any Business Day after 11:00 a.m. Pennsylvania time on cause the issuance of air releases and steamship guarantees by delivering to Lender at the Payment Office such daycertificates, on documents and other papers and information as Lender may request. In addition, for purposes hereof, the next Business Daydefinition of “Letters of Credit” shall include all air releases and steamship guarantees issued or caused to be issued by Lender.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two three (23) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania 1:00 p.m. (New York City time), to issue a Letter of Credit by delivering to the Administrator a Administrative Agent and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit D attached hereto and a Purchase Notice, in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank and, Bank; and such other certificates, documents and other papers and information as the Administrator Administrative Agent or the LC Bank may reasonably request. The Seller also has LC Bank agrees to issue amendments to the right to give instructions and make agreements with respect to any Letter Letters of Credit Application increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.02 and the disposition other terms of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Creditthis Article III. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Sections 3.01 and Article VI) to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Borrower to submit an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (ax) above, may or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the definition extent permitted by) the terms of “Facility Termination Date.” such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International ISP98‑International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request Unless otherwise approved by the LC L/C Issuing Bank, upon two each Letter of Credit, and any amendment, renewal or extension thereof, shall be requested by the Company at least three (23) Business Days’ Days prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator proposed issuance, amendment, renewal or extension date by delivery to the L/C Issuing Bank of a Letter of Credit Application (the “duly executed Letter of Credit Application”), substantially in the form of Annex F hereto and with a Purchase Notice, in the form of Annex B hereto, in each case completed copy to the satisfaction Agent, accompanied by all other L/C Documents which the L/C Issuing Bank may require as a condition to the requested action. No Letter of Credit shall have a stated expiration date (or provide for the Administrator extension of such stated expiration date or the issuance of any replacement therefor) later than the earlier of: (a) thirty-six (36) months following its issuance date, and (b) the LC Bank andregularly scheduled Revolving Loan Maturity Date; provided, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements however that with respect to any Letter of Credit Application and with a stated expiration date later than the disposition Revolving Loan Maturity Date, no later than two months prior to the Revolving Loan Maturity Date, the Company agrees to deposit a Dollar amount equal to the face amount of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each such Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance into a no-access account with the terms thereof and when accompanied by Agent (the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either Cash Collateral Account”) or deliver to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber Agent a backing standby letter of Commerce Publication No. 600credit that is in form, and any amendments or revisions thereof adhered issued by an institution, acceptable to by the LC Bank or Agent. The Company hereby pledges, assigns and grants to the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Agent on behalf of the request by the Seller for Lenders a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with security interest in the Letter of Credit Application delivered Cash Collateral Account, any and all funds from time to time contained therein, and all products and proceeds of the foregoing. At such time the Obligations with respect to any Letter of Credit for which the Company is required to cash collateralize in accordance with this Paragraph 3(b) shall have been fully satisfied or otherwise terminated, the Agent shall release its Lien on the portion of the funds contained in the Letter of Credit Cash Collateral Account attributable to such Letter of Credit and remit such funds to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCompany.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 1:00 p.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ ' prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank's form of Letter of Credit Application (the “"Letter of Credit Application”"), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank ("UCP 500") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the "ISP98 Rules"), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, Agent's form of Letter of Credit Application (the “"Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ") completed to the satisfaction of Agent at least three (3) Business Days, or such shorter period as may be agreed to by Agent, in advance of the Administrator and the LC Bank proposed date of issuance; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve six (126) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer and, to the extent not inconsistent therewith, the laws of the State of New York. All standby Letters of Credit shall be subject to the laws or rules designated in such standby Letter of Credit, or if no laws or rules are designated, the International Standby Practices (ISP98-ISP98 - International Chamber of Commerce Publication Number 590)) (the "ISP98 Rules") and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined by the LC Banklaws ----------- of the State of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m.1:00 p.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Letter letter of Credit Application credit application (the “Letter of Credit Application”), substantially in the form of Annex F J attached hereto and a Purchase an Issuance Notice, substantially in the form of Annex B heretoB-2 (each, an “Issuance Notice”), in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator and LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, shall (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date”. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder is not satisfied (other than any such condition requiring the Seller to submit an Issuance Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.Number

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m.1:00 p.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Letter letter of Credit Application credit application (the “Letter of Credit Application”), substantially in the form of Annex F J attached hereto and a Purchase an Issuance Notice, substantially in the form of Annex B heretoB-2 (each, an “Issuance Notice”), in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator and LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, shall (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date”. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder is not satisfied (other than any such condition requiring the Seller to submit an Issuance Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.16(c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Seller shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.18(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.18(b).

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue a Letter or cause the issuanxx xx x Xetter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer's standard form of Credit Application letter of credit and security agreement and standard form of letter of credit application (collectively, the “"Letter of Credit Application”)") and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements maxx xxxxxxents with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with arrange the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve one (121) months year after such Standby Letter of Credit’s Credit s date of issuance, extension issuance or renewal, as the case may bedate on which such Standby Letter of Credit is extended automatically in accordance with its terms, and in no event having an expiry date later than the date that is twelve Termination Date unless, prior to the Termination Date, Loan Parties provide cash collateral equal to not less than one hundred five percent (12) months after the date in clause (a105%) of the definition of “Facility Termination Date.” Each Letter face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance satisfactory to Agent. All Standby Letters of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)laws or rules designated in such Standby Letter of Credit, International Chamber of Commerce Publication No. 600or if no laws or rules are designated, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-ISP98 - International Chamber of Commerce Publication Number 590)) (the "ISP98 Rules") and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined by the LC Banklaws of the State of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably requestrequest no later than 12:00 noon (New York time) at least three (3) Business Days’ prior to the date of such proposed issuance. The Seller Borrower also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or Agent (the International Standby Practices (ISP98-International Chamber “UCP”). Each Letter of Commerce Publication Number 590)Credit shall be governed, and any amendments or revisions thereof adhered to the extent not inconsistent with the UCP, by the LC Banklaws of the State of New Jersey (provided, as determined however, upon the request of the Borrower and the consent of the Agent, a Letter of Credit may be governed by the LC Banklaws of a State other than New Jersey). (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address Lenders of requests by Borrower for notices hereunder, of the request by the Seller for a Letter Letters of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent’s absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and shall provide Agent will generally not accept any drafts (i) that arise out of transactions involving the LC Bank sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which Agent has not received all related documents, instruments and LC Participants with the Letter of Credit Application delivered to the Administrator forms requested by the Seller pursuant to Section 1.13(aAgent, or (iv) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such dayeligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, on the next Business Dayas amended.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two three (23) Business Days’ (or such shorter time period agreed to by the LC Bank) prior written notice submitted on or before 11:00 a.m., Pennsylvania New York City time, to issue a Letter of Credit by delivering to the Administrator a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank andBank, and such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than the date that is twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the Facility Termination Date determined pursuant to clause (a) of the definition of “Facility Termination Date.” Each thereof or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits hereunder are not satisfied (2007 Revision), International Chamber of Commerce Publication No. 600, and other than any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by condition requiring the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received submit an Issuance Notice or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.Letter

Issuance of Letters of Credit. (a) The Seller Any Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania a.m. (New York City time), to issue a Letter of Credit by delivering to the Administrator a the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F G attached hereto and a Purchase Borrowing Notice, substantially in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably requestBank. The Seller Each Borrower also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in Facility Termination Date determined pursuant to clause (a) of the definition thereof or (y) the LC Bank determines that any condition precedent to issuing such Letter of “Facility Termination Date.” Credit hereunder are not satisfied (other than any such condition requiring the Borrowers to submit a Borrowing Notice or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrowers and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Ratable Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrowers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Ratable Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.12(c) to reflect the new Ratable Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Borrowers shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.14(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.14(b).

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B attached hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 500”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such daya.m., New York time, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case issuance and (iii) provide that amounts drawn with respect to such Letter of Credit may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” not be redrawn. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 500 or International Chamber of Commerce Publication No. 600, based on which publication is in effect at the time that such Letter of Credit is issued, and any amendments or revisions thereof adhered to by the LC Bank (“UCP Rules”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower or a Material Subsidiary may request the LC Bankissuance of (or modification of any issued) commercial letters of credit in connection with the Borrower's or Subsidiary of the Borrower's purchase of goods and services (each a "Documentary Letter of Credit") and standby letters of credit for the benefit of workmen's compensation or liability insurers, upon state and federal agencies to assure compliance with applicable Laws and other Persons in support of refund, warranty or other obligations of the Borrower or a Subsidiary of the Borrower (each a "Standby Letter of Credit" and together with Documentary Letters of Credit referred to as "Letters of Credit" in the aggregate or individually as a "Letter of Credit") on behalf of itself or another Loan Party by delivering by no later than 10:00 a.m., Columbus, Ohio time, two (2) Business Days’ Days in the case of a Documentary Letter of Credit and three (3) Business Days in case of a Standby Letter of Credit prior to the requested date of issuance of such Letter of Credit to the applicable Issuing Letter of Credit Bank with a copy to the Administrative Agent a written notice submitted specifying the proposed beneficiary, date of issuance and expiry date for such Letter of Credit or modification to an existing Letter of Credit and the nature of the transactions to be supported thereby. Subject to the terms and conditions hereof and to the execution of a completed application and agreement for letters of credit in such form as the applicable Issuing Letter of Credit Bank may specify from time to time and in reliance on or before 11:00 a.m.the agreements of the Banks set forth in this Section 2.9, Pennsylvania time, to such Issuing Letter of Credit Bank will issue a Letter of Credit by delivering to the Administrator a provided that each Letter of Credit Application shall (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than twelve (12) months after such Letter a maximum maturity of Credit’s 364 days from the date of issuance, extension (B) in no event expire later than five Business Days prior to the Expiration Date and provided further that in no event shall (i) the Letter of Credit Outstandings exceed, at any one time, $200,000,000 or renewal(ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each of the Rollover LCs listed on SCHEDULE 2.9.1 shall be deemed to have been issued hereunder on the Closing Date by the applicable Issuing Letter of Credit Bank upon the request of the Borrower or a Material Subsidiary as indicated on SCHEDULE 2. 9.1 as a Documentary Letter of Credit or Standby Letter of Credit, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either deemed to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for be a Letter of Credit hereunder, for all purposes of this Agreement. In the event of any conflict between the terms of this Agreement and shall provide the LC Bank and LC Participants with the terms of any Issuing Letter of Credit Application delivered Bank's application and agreement for letters of credit, the terms of this Agreement shall control (provided that terms of any Issuing Letter of Credit Bank's application and agreement for letters of credit which are in addition to those contained herein and which do not expressly conflict with the Administrator by the Seller pursuant terms contained herein shall not be deemed to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Daybe in conflict with this Agreement).

Issuance of Letters of Credit. (a) The Seller Borrower or a Material Subsidiary may request the LC Bankissuance of (or modification of any issued) commercial letters of credit in connection with the Borrower's or Subsidiary of the Borrower's purchase of goods and services (each a "Documentary Letter of Credit") and standby letters of credit for the benefit of workmen's compensation or liability insurers, upon state and federal agencies to assure compliance with applicable Laws and other Persons in support of refund, warranty or other obligations of the Borrower or a Subsidiary of the Borrower (each a "Standby Letter of Credit" and together with Documentary Letters of Credit referred to as "Letters of Credit" in the aggregate or individually as a "Letter of Credit") on behalf of itself or another Loan Party by delivering by no later than 10:00 a.m., Columbus, Ohio time, two (2) Business Days’ Days in the case of a Documentary Letter of Credit and three (3) Business Days in case of a Standby Letter of Credit prior to the requested date of issuance of such Letter of Credit to the applicable Issuing Letter of Credit Bank with a copy to the Administrative Agent a written notice submitted specifying the proposed beneficiary, date of issuance and expiry date for such Letter of Credit or modification to an existing Letter of Credit and the nature of the transactions to be supported thereby. Subject to the terms and conditions hereof and to the execution of a completed application and agreement for letters of credit in such form as the applicable Issuing Letter of Credit Bank may specify from time to time and in reliance on or before 11:00 a.m.the agreements of the Revolving Credit Banks set forth in this Section 2.9, Pennsylvania time, to such Issuing Letter of Credit Bank will issue a Letter of Credit by delivering to the Administrator a provided that each Letter of Credit Application shall (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (iiA) have an expiry date not later than twelve (12) months after such Letter a maximum maturity of Credit’s 364 days from the date of issuance, extension (B) in no event expire later than five Business Days prior to the Expiration Date and provided further that in no event shall (i) the sum of the Standby Letter of Credit Outstandings exceed $75,000,000, or renewal(ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each of the Rollover LC shall be deemed to have been issued hereunder on the Closing Date by the applicable Issuing Letter of Credit Bank as a Documentary Letter of Credit or Standby Letter of Credit, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit shall be subject either deemed to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for be a Letter of Credit hereunder, for all purposes of this Agreement. In the event of any conflict between the terms of this Agreement and shall provide the LC Bank and LC Participants with the terms of any Issuing Letter of Credit Application delivered Bank's application and agreement for letters of credit, the terms of this Agreement shall control (provided that terms of any Issuing Letter of Credit Bank's application and agreement for letters of credit which are in addition to those contained herein and which do not expressly conflict with the Administrator by the Seller pursuant terms contained herein shall not be deemed to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Daybe in conflict with this Agreement).

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 12:00 Noon at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent in its Permitted Discretion, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller a. Any Authorized Representative of Borrowers may from time to time request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue that a Letter of Credit be issued by delivering to L/C Issuer (with a telecopy to the Administrator Agent Bank) on a Letter Banking Business Day, at least five (5) Banking Business Days prior to the date of such proposed issuance, an L/C Agreement in L/C Issuer's then standard form (consistent with the terms of the Credit Application (the “Letter of Credit Application”Agreement), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator L/C Issuer and the LC Bank and, such other certificates, documents and other papers and information certificates as the Administrator L/C Issuer may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any ; provided, however, that no Letter of Credit Application shall be issued (a) if any Default or Event of Default has occurred and the disposition of documentsremains continuing, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed (x) Ten Million Dollars ($10,000,000.00) at any time prior to either the Level One Commitment Increase Effective Date or the Level Two the Commitment Increase Effective Date, or (y) Fifteen Million Dollars ($15,000,000.00) at any time on and after the Level One Commitment Increase Effective Date, so long as the Level One Commitment Increase is at least a like amount, or (z) Twenty-Five Million Dollars ($25,000,000.00) at any time on and after the Level Two Commitment Increase Effective Date so long as the Level Two Commitment Increase is at least a like amount, or (c) the Stated Amount of the requested Letter of Credit shall, among other things, (i) provide for exceeds the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Maximum Availability. Each Letter of Credit shall be issued by the L/C Issuer on the Banking Business Day specified in the Borrowers' application therefor. Each request for a Letter of Credit and each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)Credits, International Chamber of Commerce Publication New 1994 Revision No. 600500, or any successor publication then in effect. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to the Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and any amendments or revisions thereof adhered immediately prior to by the LC issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank or that the International Standby Practices (ISP98-International Chamber amount of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by such request does not exceed the LC Bank, as determined by the LC Bank. (c) then Available Borrowings. The Administrator L/C Issuer shall promptly notify the LC Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is a change therein. Each Lender (other than the L/C Issuer) agrees that, upon the issuance of any Letter of Credit it shall automatically acquire a participation interest in the L/C Issuer's liability under such Letter of Credit in an amount equal to such Lender's Pro Rata Share of such liability, and each Lender (other than the L/C Issuer) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the L/C Issuer to pay and discharge when due, its Pro Rata Share of the L/C Issuer's liability under such Letter of Credit. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and LC Participants, at such Person’s respective address for notices hereunder, Borrowers of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrowers have made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrowers shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to advance to the L/C Issuer the amount of such draft from Borrowers' available funds or request a Borrowing within two (2) Banking Business Days from receipt of the notice as specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, including, without limitation the remedies set forth in Section 7.02, cause (subject to the notice periods for Borrowings set forth in Section 2.03) a Borrowing to be made and funded by the Seller Lenders under the Credit Facility in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrowers whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrowers and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Facility and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrowers or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder, and shall provide . The Borrowers agree to accept the LC Bank and LC Participants with the Letter Borrowings for payment of Letters of Credit Application delivered as provided hereinabove, whether or not such Borrowings could have been made pursuant to the Administrator by terms of Article III B or any other section of this Credit Agreement. d. Letters of Credit shall be used and issued for the Seller pursuant benefit of Borrowers for the general corporate purposes of Borrowers, or any of them, relating to Section 1.13(a) above, by the close of business on the day received Hotel/Casino Facilities or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayNew Venture.

Issuance of Letters of Credit. (a) The Seller may request the that any LC Bank, upon two (2) one Business Days’ Day’s prior written notice submitted on or before 11:00 a.m.noon, Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator and such LC Bank a Letter form of Credit Application letter of credit application for such LC Bank 740811803 17540157 substantially in the form of Annex E attached hereto (the each, a “Letter of Credit Application”), substantially in the form of Annex F hereto ) and a Purchase Notice, Notice substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the applicable LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator or such LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the applicable LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the such LC Bank, as determined by the such LC Bank. (c) The Administrator shall promptly notify the applicable LC Bank and LC ParticipantsBank, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the such LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time noon, New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer's standard form of Credit Application (the “Letter letter of Credit Application”)credit and security agreement, standard form of letter of credit application and standard form of letter of credit authority agreement substantially in the form of Annex F Exhibit 2.11 hereto (collectively, the "Letter of Credit Application") and a Purchase Noticeany draft if applicable, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with arrange the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date (x) with respect to stand-by Letters of Credit, not later than twelve one (121) year after such Letter of Credit's date of issuance and in no event later than five (5) days prior to the last day of the Term and (y) with respect to documentary Letters of Credit, not later than six (6) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance and in no event later than five (5) days prior to the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions revision thereof adhered to by the LC Bank or Issuer and, to the International Standby Practices (ISP98-International Chamber extent not inconsistent therewith, the laws of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankState of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder. (d) Agent and each Issuer shall each have absolute discretion whether to accept any draft drawn on a Letter of Credit. Without in any way limiting Agent's and each Issuer's absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and shall provide Agent and each Issuer will generally not accept any drafts (i) that arise out of transactions involving the LC Bank sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for which Agent, or any Issuer, as appropriate, has not received all related documents, instruments and LC Participants with forms requested by Agent or such Issuer, (iv) for which Agent or any Issuer, as appropriate, is unable to locate a purchaser in the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close ordinary course of business on the day received standard terms, or if received on a day (v) that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such dayeligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, on the next Business Dayas amended.

Issuance of Letters of Credit. (a) The Seller Company may from time to time request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Issuing Lender to issue a Letter of Credit Credit, which may be either a Standby L/C or a Commercial L/C, by delivering to the Administrator a Letter of Credit Administrative Agent at its address specified in subSection and the Issuing Lender an L/C Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Issuing Lender, together with the proposed form of such Letter of Credit (which shall comply with the applicable requirements of paragraph (b) below) and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Issuing Lender may reasonably request. The Seller also has All of the right letters of credit issued and outstanding on the Closing Date under the Existing Credit Agreements and set forth on Schedule 3.3 hereto shall on the Closing Date remain outstanding and shall in each case be deemed to give instructions be, and make agreements with respect to any shall be, a Letter of Credit Application issued and outstanding under the disposition terms of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Creditthis Agreement. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the relevant Issuing Lender in its sole discretion and (ii) have an expiry date date, in the case of each Standby L/C, occurring not later than twelve the earlier of (12x) months 365 days after the issuance of such Letter of Credit’s date of issuance, extension or renewal, as Standby L/C and (y) the case may beRevolving Credit Termination Date, and in no event the case of each Commercial L/C, occurring not later than the date that is twelve earlier of (12x) months 180 days after the date in clause of issuance of such Commercial L/C and (ay) of the definition of “Facility Revolving Credit Termination Date.” . Each L/C Application and each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)and, International Chamber of Commerce Publication No. 600to the extent not inconsistent therewith, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, laws of the request by the Seller for a Letter State of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayNew York.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit on behalf of a Credit Party by delivering to the Administrator a Agent at the Payment Office, the Agent's form of Letter of Credit Application (the “"Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ") completed to the satisfaction of the Administrator Agent, and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrower also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. Unless there are more than three requests from all Credit Parties outstanding at any such time, each request to issue a Letter of Credit, together with all required supporting documentation shall be received by Agent no later than 1:00 p.m. Eastern Time on the third Business Day prior to the intended date of issuance of such Letter of Credit. In the event there are more than three such requests from all Credit Parties outstanding at any such time, such request, together with all required supporting documentation, shall be required to be received by Agent no later than 1:00 p.m. Eastern Time on the fifth Business Day prior to the intended date of issuance of such Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), ) and any amendments to or revisions thereof revision of either adhered to by the LC BankIssuer and, as determined by to the LC Bankextent not inconsistent therewith, the laws of the State of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrower for a Letter of Credit hereunder. (d) The Agent shall have absolute discretion whether to accept any draft. Without in any way limiting the Agent's absolute discretion whether to accept any draft, Borrower will not present for acceptance any draft, and shall provide the LC Bank Agent will not accept any drafts (i) that arise out of transactions involving the sale of goods by Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of Borrower, (iii) that involve any purchase for which the Agent has not received all related documents, instruments and LC Participants with the Letter of Credit Application delivered to the Administrator forms requested by the Seller pursuant Agent, (iv) for which the Agent is unable to Section 1.13(a) above, by locate a purchaser in the close ordinary course of business on the day received standard terms, or if received on a day (v) that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such dayeligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, on the next Business Dayas amended.

Issuance of Letters of Credit. (a) The Seller Subject to the terms and conditions hereof, the Company may from time to time during the Revolving Credit Commitment Period request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, any Issuing Lender to issue a Letter of Credit (including a counter-standby Letter of Credit) denominated in Dollars or Canadian dollars by delivering to the Administrator a Letter of Credit Administrative Agent at its address specified in Section 12.2 and the Issuing Lender an L/C Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Issuing Lender, together with the proposed form of the Letter of Credit (which shall comply with the applicable requirements of clause (b) below) and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Issuing Lender may reasonably request. The Seller also has ; provided that if the right Issuing Lender informs the Company that it is for any reason unable to give instructions and make agreements with respect open such Letter of Credit, the Company may request another Lender to any open such Letter of Credit Application upon the same terms offered to the initial Issuing Lender and the disposition of documents, and if such other Lender agrees to agree with the Administrator upon any amendment, extension or renewal of any issue such Letter of CreditCredit each reference to the Issuing Lender for purposes of the Credit Documents shall be deemed to be a reference to such Lender. Letters of Credit shall be denominated in Dollars or Canadian dollars. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) subject to clause (c) below, have an expiry date occurring not later than the earlier of (A) three hundred and sixty-five (365) days after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Credit Termination Date; provided that the Specified Letter of Credit may have an expiry date not later than twelve June 29, 2022. (12c) months after If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit with a one-year tenor that has automatic extension or renewal provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension or renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuanceissuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.1(a), Section 2.5 or otherwise), or (B) it has received written notice on or before the day that is thirty (30) days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or renewal(2) from the Administrative Agent, as any Revolving Credit Lender or the case may beCompany that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (d) Notwithstanding anything herein to the contrary, the Issuing Lender shall have no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall be subject either by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law relating to the Uniform Customs and Practice for Documentary Credits Issuing Lender or any request or directive (2007 Revision)whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, International Chamber or request that the Issuing Lender refrain from, the issuance of Commerce Publication No. 600, and any amendments letters of credit generally or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and in particular or shall provide impose upon the LC Bank and LC Participants Issuing Lender with the respect to such Letter of Credit Application delivered to any restriction, reserve or capital requirement (for which the Administrator by the Seller pursuant to Section 1.13(aIssuing Lender is not otherwise compensated hereunder) above, by the close of business not in effect on the day received Closing Date, or if received on a day that is shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, applicable on the next Business DayClosing Date and which the Issuing Lender in good fxxxx xxxxx material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a an Investment Notice substantially in the form of Annex B attached hereto and the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents 719921903 05109795 18 described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and the LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and the LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, the Administrative Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter Administrative Agent, at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of Credit Application issuance, the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator L/C Issuer, and the LC Bank and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Administrative Borrower, also has the right to give instructions and make agreements with the L/C Issuer with respect to any Letter application, any applicable letter of Credit Application credit and related security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, and the disposition of applicable documents, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) except as provided in Section 3.02(d) below, have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 15 days prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 3.02(b) or any other provision of this Agreement, Administrative Borrower may request and shall provide L/C Issuer may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends months beyond) the LC Bank and LC Participants with the Final Maturity Date then in effect when such Letter of Credit Application delivered (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the Administrator requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the Final Maturity Date as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. Nothing contained in this Section 3.02(d) shall be construed under any circumstances as an agreement by Lenders to extend the Seller pursuant Final Maturity Date or require or obligate in any way Agent, Lenders and/or Issuer to Section 1.13(amake any Loans or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) aboveon or after the Final Maturity Date. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letters of Credit (including all Reimbursement Obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by the close L/C Issuer in connection with a drawing under a Post-Term Letter of business on the day received or if received on a day Credit that is not immediately reimbursed by Borrowers (including any such interest accruing thereon after the Final Maturity Date, or after the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a Business Day claim for post-filing or post- petition interest and/or Letter of Credit Fees is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations secured by the Collateral pursuant to the Liens created under the Loan Documents both prior to and after the Final Maturity Date, and Agents and Lenders shall have no obligations to release any Liens on any Business Day after 11:00 a.m. Pennsylvania the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders hereunder, until such time on as the last such dayPost-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been paid in full in cash, provided that, notwithstanding the foregoing, on the next Business DayFinal Maturity Date, Borrowers may Cash Collateralize each such Post-Term Letter of Credit, and in such event, if all other Obligations have been Paid in Full, Collateral Agent may release the Liens and security interests on all other Collateral in accordance with the Loan Documents. Administrative Agent will deposit such Cash Collateral in a non-interest bearing deposit account maintained at Administrative Agent. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit Obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the Final Maturity Date (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article III and Section 2.06(c) of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers and/or L/C Issuer with respect to any Post-Term Letter of Credit (other than any provisions providing for any obligations of any Lenders or any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation (i) the obligations under Section 2.6(c) of this Agreement for Borrowers to pay Letter of Credit Fees to L/C Issuer with respect to any Post-Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and (ii) the obligations under this Article III for Borrowers to pay interest on any disbursements or payments made by L/C Issuer relating to any Post-Term Letter of Credit until reimbursed.

Issuance of Letters of Credit. (a) The Seller Borrower Representative may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter of Credit Application (Issuer at the “Letter of Credit Application”), substantially in Payment Office the Issuer’s form of Annex F hereto and a Purchase Notice, in the form letter of Annex B hereto, in each case credit application completed to the satisfaction of the Administrator and the LC Bank Issuer; and, such other certificates, documents and other papers and information as the Administrator Issuer may reasonably requestrequest no later than 12:00 noon at least five (5) Business Days’ prior to the date of such proposed issuance. The Seller Borrowers also has have the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other forms of written demands demand for payment or, acceptances of issued drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve the earlier of one (121) months after such Letter of Credit’s year from the date of issuance, extension issuance or renewal, as five (5) Business Days prior to the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each trade Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank or Issuer (the “UCP”). Each standby Letter of Credit shall be subject to the International Standby Practices (ISP98-1998), International Chamber of Commerce Publication Number 590), 590 and any amendments or revisions thereof adhered to by the LC BankIssuer (the “ISP”) or the UCP, as determined by the LC BankIssuer. Each Letter of Credit shall be governed, to the extent not inconsistent with the UCP or the ISP, as applicable, by the laws of the State of Ohio. (c) The Administrator Issuer shall promptly notify have absolute discretion whether to accept any draft. Without in any way limiting the LC Bank Issuer’s absolute discretion whether to accept any draft, the Borrowers will not present for acceptance any draft, and LC Participants, at such Person’s respective address for notices hereunder, the Issuer will generally not accept any drafts (i) that arise out of transactions involving the request sale of goods by the Seller Borrowers not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower, (iii) that involve any purchase for a Letter of Credit hereunderwhich the Issuer has not received all related documents, instruments and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator forms requested by the Seller pursuant to Section 1.13(aIssuer, or (iv) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such dayeligible for discounting with Federal Reserve Banks pursuant to paragraph 7 of Section 13 of the Federal Reserve Act, on the next Business Dayas amended.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of US Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of US Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the last day of the Term; provided that the Replacement Letter of Credit may be issued with an expiry date that is later than twelve (12) months after but not later than the date in clause (a) of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time the Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F G attached hereto and a Purchase Notice, in the form of Annex B attached hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than seven (7) days prior to the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request Subject to the terms and conditions hereof, the LC BankIssuer agrees, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania timereceipt of a completed and executed proper application, to issue a Letter on behalf of the Lenders from time to time during the Revolving Commitment Period, commercial and standby Letters of Credit by delivering to for the Administrator a Letter account of Borrower. The commercial Letters of Credit Application (shall have an expiration date not later than the “Letter earlier of six months from the date of issuance or one day before the expiration of the Revolving Commitment Period. The standby Letters of Credit Application”), substantially in shall have an expiration date not later than one day before the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction expiration of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably requestRevolving Commitment Period. The Seller also has aggregate of the right to give instructions and make agreements with respect to Letters of Credit outstanding plus the aggregate amount of unreimbursed drawings under the Letters of Credit shall not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). The amount of any Letter of Credit Application outstanding at any time for all purposes hereof shall be the maximum amount which could be drawn thereunder under any circumstances from and after the disposition date of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) determination. Each Letter of ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 23 Credit shall, among other things, (i) provide for issued pursuant to this Agreement and each unreimbursed drawing thereunder shall count against and reduce the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied Revolving Commitments by the documents described therein and (ii) have an expiry date not later than twelve (12) months after amount of such Letter of Credit’s date Credit outstanding unless and until such Letter of issuanceCredit expires by its terms or otherwise terminates or the amount of a drawing thereunder is reimbursed, extension in which event the Revolving Commitments shall be reinstated by the amount of such Letter of Credit or renewalthe amount of such reimbursement, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each such Letter of Credit shall conform to the general requirements of the LC Issuer for the issuance of such credits, as to form and substance, shall be subject either to the Uniform Customs and Practice Practices for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, 500 and any amendments or revisions thereof adhered to by shall be a letter of credit which the LC Bank or the International Standby Practices (ISP98-International Chamber Issuer may lawfully issue. Each payment of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunderby the LC Issuer shall be reimbursed by Advances under the Revolving Commitments evidenced by the Revolving Notes. If and to the extent a drawing is at any time made under any Letter of Credit, the LC Issuer shall notify Borrower, the Agent and the other Lenders of such draw and Borrower agrees to pay to the LC Issuer immediately and unconditionally upon demand for reimbursement, in lawful money of the United States, an amount equal to each amount which shall be so drawn, together with interest from the date of such drawing to and including the date such payment is reimbursed to the LC Issuer or converted to Revolving Commitments as provided herein. Until demand for reimbursement, such interest shall be calculated at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans, and interest shall provide be calculated after such demand at a variable rate per annum equal to the Alternate Base Rate plus the Applicable Margin for Alternate Base Rate Loans plus Two Percent (2%). All such interest shall be calculated on the basis that an entire year's interest is earned in Three Hundred Sixty (360) days. On the date of reimbursement, the LC Bank Issuer shall notify the Agent and the other Lenders by 12:00 Noon (Cleveland, Ohio time) that Advances under the Revolving Commitments are required to reimburse the LC Participants Issuer. Borrower hereby irrevocably authorizes the Lenders to refinance, without notice to Borrower, the reimbursement Obligation of Borrower arising out of any such drawing into Revolving Loans, evidenced by the Revolving Notes and for all purposes under, on and subject to the terms and conditions of this Agreement, but without regard to the conditions precedent to making an Advance under the Revolving Commitments or to any requirement of this Agreement that each Revolving Loan be in a minimum amount or multiple; provided, however, that an Advance under the Revolving Commitments in spite of Borrower's failure to satisfy any conditions precedent to making an Advance shall not constitute a waiver of any Default by the Lenders. This Agreement and the other Loan Documents shall supersede any terms of any letter of credit applications or other documents which are irreconcilably inconsistent with the Letter terms hereof or thereof. By 2:00 p.m. (Cleveland, Ohio time) on each date the Lenders have received notice that Advances under the Revolving Commitments are required to reimburse the LC Issuer for draws under the Letters of Credit, each Lender severally agrees to make its portion of the Revolving Loans then being made by making available to the Agent, either by wire transfer to the Agent's main office in Indianapolis, Indiana, or by deposit to any correspondent account which the Agent may maintain with that Lender, the amount to be advanced by such Lender. By 2:30 p.m. (Cleveland, Ohio time) on each such date, the Agent shall reimburse the LC Issuer, but only from funds received by the Agent, the amount paid on Letters of Credit Application delivered that date, either by wire transfer or by deposit to the Administrator by LC Issuer's ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 24 correspondent account with the Seller pursuant to Section 1.13(a) above, by Agent (or as otherwise agreed between the close of business on LC Issuer and the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayAgent).

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ ' prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a an Investment Notice substantially in the form of Annex B attached hereto and the LC Bank's form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and the LC Participants, at such Person’s respective 's address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and the LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent, at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator Agent and the LC Bank Issuer; and, such other certificates, documents and other papers and information as the Administrator Agent and Issuer may reasonably request. The Seller Borrower also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (ai) The Seller Borrower Representative, on behalf of any U.S. Borrower, either for the support of any obligations of any U.S. Borrower’s or any Restricted Subsidiary thereof, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, an Issuing Bank to issue or cause the issuance, amendment, or extension of a Letter of Credit by delivering to the Administrator Issuing Bank, with a Letter of Credit Application (copy to Administrative Agent at the “Letter of Credit Application”)Payment Office, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit.prior (bii) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, provided that a Letter of Credit may include a provision for the automatic extension or renewalof the Letter of Credit, as the case may be, and but in no event expire later than five (5) Business Days prior to the Maturity Date (except that a Letter of Credit may expire up to one year beyond the Maturity Date if such Letter of Credit has been Cash Collateralized on or prior to date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” issuance thereof). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by (the LC Bank “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP”), and or any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Issuing Bank, and each commercial Letter of Credit shall be subject to the LC BankUCP. In addition, no commercial Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (ciii) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Revolving Lenders of the request by the Seller Borrower Representative for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms and conditions hereof, the Company may from time to time during the Revolving Credit Commitment Period request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, any Issuing Lender to issue a Letter of Credit (including a counter-standby Letter of Credit) denominated in Dollars or Canadian dollars by delivering to the Administrator a Letter of Credit Administrative Agent at its address specified in Section 12.2 and the Issuing Lender an L/C Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Issuing Lender, together with the proposed form of the Letter of Credit (which shall comply with the applicable requirements of clause (b) below) and the LC Bank and, such other certificates, documents and other papers and information as the Administrator Issuing Lender may reasonably request. The Seller also has ; provided that if the right Issuing Lender informs the Company that it is for any reason unable to give instructions and make agreements with respect open such Letter of Credit, the Company may request another Lender to any open such Letter of Credit Application upon the same terms offered to the initial Issuing Lender and the disposition of documents, and if such other Lender agrees to agree with the Administrator upon any amendment, extension or renewal of any issue such Letter of CreditCredit each reference to the Issuing Lender for purposes of the Credit Documents shall be deemed to be a reference to such Lender. Letters of Credit shall be denominated in Dollars or Canadian dollars. (b) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder be in accordance with the terms thereof and when accompanied such form requested by the documents described therein Company as shall be acceptable to the Issuing Lender in its sole discretion and (ii) subject to clause (c) below, have an expiry date occurring not later than the earlier of (A) three hundred and sixty-five (365) days after the date of issuance of such Letter of Credit and (B) five (5) Business Days prior to the Revolving Credit Termination Date; provided that the Specified Letter of Credit may have an expiry date not later than twelve June 29, 2022. (12c) months after If the Company so requests in the applicable L/C Application, the Issuing Lender may agree to issue a Letter of Credit with a one-year tenor that has automatic extension or renewal provisions (each, an “Auto-Extension Letter of Credit”); provided that (x) any such Auto-Extension Letter of Credit must permit the Issuing Lender to prevent any such extension or renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a certain number of days prior to each anniversary of such Letter of Credit’s date of issuanceissuance (the “Non-Extension Notice Date”), such number of days to be agreed upon by the Company and the Issuing Lender at the time such Letter of Credit is issued and (y) such prior notice shall be deemed to have been given by the Issuing Lender on the effective date of its resignation as Issuing Lender in accordance with Section 11.9. Unless otherwise directed by the Issuing Lender, the Company shall not be required to make a specific request to the Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Revolving Credit Termination Date; provided, however, that the Issuing Lender shall not permit any such extension if (A) the Issuing Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.1(a), Section 2.5 or otherwise), or (B) it has received written notice on or before the day that is thirty (30) days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority Lenders have elected not to permit such extension or renewal(2) from the Administrative Agent, as any Revolving Credit Lender or the case may beCompany that one or more of the applicable conditions specified in Section 7.2 is not then satisfied, and in each such case directing the Issuing Lender not to permit such extension. (d) Notwithstanding anything herein to the contrary, the Issuing Lender shall have no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each obligation hereunder to issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall be subject either by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law relating to the Uniform Customs and Practice for Documentary Credits Issuing Lender or any request or directive (2007 Revision)whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, International Chamber or request that the Issuing Lender refrain from, the issuance of Commerce Publication No. 600, and any amendments letters of credit generally or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and in particular or shall provide impose upon the LC Bank and LC Participants Issuing Lender with the respect to such Letter of Credit Application delivered to any restriction, reserve or capital requirement (for which the Administrator by the Seller pursuant to Section 1.13(aIssuing Lender is not otherwise compensated hereunder) above, by the close of business not in effect on the day received Closing Date, or if received on a day that is shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, applicable on the next Business DayClosing Date and which the Issuing Lender in good xxxxx xxxxx material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 1:00 p.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request Issuing Lender agrees, on the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania timeterms and subject to the conditions hereinafter set forth, to issue Letters of Credit, in a form reasonably acceptable to the Administrative Agent and the Issuing Lender, appropriately completed, for the account of the Borrower, at any time and from time to time on and after the Closing Date until the earlier of the LC Maturity Date and the termination of the LC Commitment in accordance with the terms hereof; provided, however, that except in the case of the KPR Letter of Credit by delivering to the Administrator a Letter of Credit Application (the “Letter of Credit Application”)Credit, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and shall be issued by the disposition of documentsIssuing Lender only if, and to agree with each request by the Administrator upon any amendment, extension or renewal Borrower for the issuance of any Letter of Credit shall be deemed a representation and warranty of the Borrower that, immediately following the issuance of any such Letter of Credit, (i) the LC Exposure shall not exceed the LC Commitment in effect at such time and (ii) the Revolving Credit Utilization at such time shall not exceed the aggregate Revolving Credit Commitments at such time. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in shall expire no event later than the date that is twelve (12) months after LC Maturity Date, and the date in clause (a) KPR Letter of the definition of “Facility Termination Date.” Credit shall expire no later than January 31, 1996. Each Letter of Credit shall be subject either to the Uniform Customs and Practice provide for Documentary Credits (2007 Revision), International Chamber payments of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bankdrawings in dollars. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Each issuance of the request by the Seller for a any Letter of Credit hereundershall be made on at least two Business Days' prior written or facsimile notice from the Borrower to the Issuing Lender and the Administrative Agent (which shall give prompt notice thereof to each Participating Lender) specifying the date of issuance, and shall provide the LC Bank and LC Participants with the date on which such Letter of Credit Application delivered is to expire (which shall not be later than the Administrator by earlier of (i) the Seller pursuant LC Maturity Date and (ii) subject to extension, 360 days, in the case of Standby Letters of Credit, and 180 days, in the case of Commercial Letters of Credit, after the date of any such Letter of Credit), the amount of such Letter of Credit, the name and address of the beneficiary of such Letter of Credit and such other information as may be necessary or desirable to complete such Letter of Credit. The Issuing Lender will give the Administrative Agent and the Administrative Agent will give to each Participating Lender reasonably prompt notice of the issuance and amount of each Letter of Credit and the expiration of each Letter of Credit. (d) Notwithstanding the foregoing provisions of this Section 1.13(a) above3.01, by the close Issuing Lender shall issue the KPR Letter of business Credit on the day received Closing Date provided that the Borrower has given the Issuing Lender and the Administrative Agent at least two Business Days' prior written or if received on a day that is not a Business Day or facsimile notice thereof. The Issuing Lender shall have no obligation to issue the KPR Letter of Credit on any Business Day after 11:00 a.m. Pennsylvania time on such day, on date other than the next Business DayClosing Date.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to [10:00 a.m. (New York time), at least five (5)] Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) with respect to (A) any standby or trade Letter of Credit, have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the last day of the Term and (B) any trade Letter of Credit, all time usance drafts drawn under such trade Letter of Credit must have a maturity date that is twelve (12) months after not later than the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP 98- International Chamber of Commerce Publication Number 590) (the “ISP 98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request that the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m.2:00 p.m., Pennsylvania New York City time, to issue a Letter of Credit by delivering to the Administrator Administrator, each Purchaser Agent and the LC Bank a Letter letter of Credit Application credit application (the “Letter of Credit Application”), substantially in the form of Annex F H attached hereto and a Purchase an Issuance Notice, in substantially the form of Annex B B-2 hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, Bank; and such other certificates, documents and other papers and information as the Administrator and the LC Bank may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date”. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder is not satisfied (other than any such condition requiring the Seller to submit a Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify Immediately upon the issuance by the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for any Letter of Credit (or any amendment to a Letter of Credit hereunderincreasing the amount thereof), and shall provide the LC Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Seller hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this Section 1.15(c) to reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may be. In the event that the LC Bank makes any payment under any Letter of Credit Application delivered and the Seller shall not have reimbursed such amount in full to the Administrator by the Seller LC Bank pursuant to Section 1.13(a) above1.17(a), by the close each LC Participant shall be obligated to make Participation Advances with respect to such Letter of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayCredit in accordance with Section 1.17(b).

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, the Borrowers may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter L/C Issuer, at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of Credit Application issuance, the L/C Issuer's form of letter of credit application (the “"Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ") completed to the satisfaction of the Administrator and the LC Bank L/C Issuer; and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Borrowers also has have the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 15 days prior to the date in clause (a) of the definition of “Facility Termination Revolving Loan Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer ("UCP 600") or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) ("ISP98 Rules"), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator L/C Issuer shall promptly use reasonable efforts to notify the LC Bank Administrative Agent , and LC Participants, at such Person’s respective address for notices hereunderthe Administrative Agent shall use its reasonable efforts to notify Lenders, of the request by the Seller Borrowers for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Any Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Letter Payment Office, Issuer’s standard form of Credit Application letter of credit and security agreement and standard form of letter of credit application (collectively, the “Letter of Credit Application”)) and any draft if applicable, substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent or Issuer may reasonably request. The Seller applicable Borrower also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with arrange the Administrator upon issuance of any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) (a) with respect to Documentary Letters of Credit, have an expiry date not later than twelve ninety (1290) days after such Documentary Letter of Credit’s date of issuance or (b) with respect to Standby Letters of Credit, have an expiry date not later than six (6) months after such Standby Letter of Credit’s date of issuance, extension or renewal, as the case may be, and (with respect to clauses (ii)(a) and (ii)(b) above) in no event having an expiry date later than the date that is twelve Termination Date unless Loan Parties provide cash collateral equal to not less than one hundred five percent (12) months after the date in clause (a105%) of the definition of “Facility Termination Date.” face amount thereof to be held by Agent pursuant to a cash collateral agreement in form and substance satisfactory to Agent. Each Documentary Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer and, to the extent not inconsistent therewith, the laws of the State of New York. All Standby Letters of Credit shall be subject to the laws or rules designated in such Standby Letter of Credit, or if no laws or rules are designated, the International Standby Practices (ISP98-ISP98 — International Chamber of Commerce Publication Number 590)) (the “ISP98 Rules”) and, and any amendments or revisions thereof adhered as to matters not governed by the LC BankISP98 Rules, as determined by the LC Banklaws of the State of New York. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller any Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. Issuing Bank agrees to issue Domestic Letters of Credit and UK Letters of Credit, from time to time until 10 Business Days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) The Seller Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a Domestic LC Application or UK LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may request customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Domestic Letter of Credit or UK Letter of Credit unless (i) Issuing Bank receives a Domestic LC Request or UK LC Request, as applicable, and Domestic LC Application or UK LC Application, as applicable, at least three Business Days (or such shorter time as agreed to by Issuing Bank) prior to the requested date of issuance; (ii) each Domestic LC BankCondition or UK LC Condition, upon two as applicable, is satisfied or waived; and (2iii) Business Days’ prior if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any funding risk associated with such Defaulting Lender. If Issuing Bank receives written notice submitted on from a Lender at least five Business Days before issuance of a Domestic Letter of Credit that any Domestic LC Condition has not been satisfied or waived, or a notice from a Lender at least five Business Days before 11:00 a.m.issuance of a UK Letter of Credit that any UK LC Condition has not been satisfied or waived, Pennsylvania Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of Domestic LC Conditions or UK LC Conditions. (b) Domestic Letters of Credit may be requested by a Domestic Borrower and UK Letters of Credit may be requested by a UK Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent may approve from time to time in writing. The renewal or extension of any Domestic Letter of Credit shall be treated as the issuance of a new Domestic Letter of Credit, except that delivery of a new Domestic LC Application shall be required at the discretion of Issuing Bank. The renewal or extension of any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that delivery of a new UK LC Application shall be required at the discretion of Issuing Bank. (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to issue ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by delivering to the Administrator any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto shipper or vendor and a Purchase NoticeBorrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the form misapplication by a beneficiary of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the disposition Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of documents, and to agree each beneficiary whose claims against Borrowers are discharged with the Administrator upon any amendment, extension or renewal proceeds of any Letter of Credit. (bd) Each Letter In connection with its administration of Credit shall, among other things, (i) provide for the payment and enforcement of sight drafts rights or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter remedies under any Letters of Credit’s date of issuance, extension Domestic LC Documents or renewalUK LC Documents, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each Letter of Credit Issuing Bank shall be subject either entitled to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunderact, and shall provide be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit, Domestic LC Documents or UK LC Documents, and shall not be liable for the LC Bank negligence or misconduct of agents and LC Participants attorneys-in-fact selected with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Dayreasonable care.

Issuance of Letters of Credit. (a) The Seller Each of the Borrowers may at any time prior to the Expiration Date request the LC Bankissuance of a standby letter of credit (a “Standby Letter of Credit”) or Commercial Letter of Credit (each a “Letter of Credit”) which may be denominated in either Dollars or an Optional Currency on behalf of itself or a Consolidated Subsidiary of the Company, upon two or the amendment or extension of an existing Letter of Credit, by delivering or having such other Borrower deliver to the Issuing Lender (2with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days’ , or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance. Promptly after receipt of any letter of credit application, the Issuing Lender shall confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or any Borrower, at least one day prior written notice submitted to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Section 7 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other Lenders set forth in this Section 2.8, the Issuing Lender or before 11:00 a.m., Pennsylvania time, to any of the Issuing Lender’s Affiliates will issue a Letter of Credit by delivering or agree to the Administrator a such amendment or extension, provided that each Letter of Credit Application shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than 364 days after the Expiration Date and provided further that in no event shall (i) the Dollar Equivalent of the Letter of Credit Obligations exceed, at any one time, $100,000,000.00 (the “Letter of Credit ApplicationSublimit”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension ) or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrowers for the issuance, amendment or extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Each a Letter of Credit shall be subject either deemed to be a representation by the Borrowers that they shall be in compliance with the preceding sentence and with Section 7 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the Uniform Customs and Practice for Documentary Credits (2007 Revision)requested issuance, International Chamber amendment or extension of Commerce Publication Nosuch Letter of Credit. 600, and Promptly after its delivery of any amendments Letter of Credit or revisions thereof adhered any amendment to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrowers and Administrative Agent a true and complete copy of such Letter of Credit or amendment. All letters of credit which are identified on Schedule 2.8.1 hereto, which shall consist of all letters of credit outstanding on the Closing Date, shall be deemed to have been issued under this Agreement, regardless of which Person is the applicant thereunder. If, three (3) days prior to the Expiration Date, any Letter of Credit Obligation for any reason remains outstanding, Borrowers shall immediately Cash Collateralize the then outstanding amount of all Letter of Credit Obligations. Each Borrower hereby grants to Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest in all cash collateral pledged pursuant to this Section or otherwise under this Agreement. Notwithstanding any other provision hereof, no Issuing Lender shall be required to issue any Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, and unless such Issuing Lender has entered into satisfactory arrangements with the Borrowers or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrowers or the Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement). Notwithstanding any other provision hereof, the Issuing Lender shall provide not be under any obligation to issue any Letter of Credit if (A) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the LC Bank and LC Participants Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental 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 the Letter of Credit Application delivered in particular or shall impose upon the Issuing Lender with respect to the Administrator by Letter of Credit any restriction, reserve or capital requirement (for which the Seller pursuant to Section 1.13(aIssuing Lender is not otherwise compensated hereunder) above, by the close of business not in effect on the day received Closing Date, or if received on a day that is shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, applicable on the next Business DayClosing Date and which the Issuing Lender in good xxxxx xxxxx material to it; or (B) the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Xxxxxxxxx, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m., at least five (5) Business Days’ prior to the proposed date of issuance (or such shorter period as agreed to by Agent), Agent’s customary form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent in its Permitted Discretion; and, such other certificates, documents and other papers and information as Agent may request in its Permitted Discretion. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the Administrator may reasonably requestapplicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. The Seller Borrowing Agent, on behalf of Xxxxxxxxx, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documentsdocuments and any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case issuance (but may be, contain automatic renewal provisions) and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term (unless otherwise agreed to by the Agent in its sole discretion). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, any Borrower (or the Administrative Borrower on behalf of any other Borrower) may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, L/C Issuer to issue or cause the issuance of a Letter of Credit by delivering to the Administrator a Letter L/C Issuer, at the Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of Credit Application issuance (or such shorter period as may be agreed by the L/C Issuer in its sole discretion), the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator and the LC Bank L/C Issuer; and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Each Borrower (or the Administrative Borrower on behalf of another Borrower) also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit.. 80 (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 15 days prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m., at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m.noon, Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Agent, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit XI attached hereto and a Purchase Notice, substantially in the form of Annex B Exhibit II hereto, in each case completed to the satisfaction of the Administrator Agent and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator Agent shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator Agent by the Seller pursuant to Section 1.13(aclause (a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time noon, New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Issuer to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office and to Issuer, prior to 10:00 a.m., at least three (3) Business Days prior to the proposed date of issuance, Issuer’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator Agent and the LC Bank Issuer; and, such other certificates, documents and other papers and information as the Administrator Agent and Issuer may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent and Issuer upon any amendment, extension or renewal of any Letter of Credit. Issuer shall not issue any requested Letter of Credit if such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Revolving Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request Each L/C Issuer agrees, on the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania timeterms and conditions hereinafter set forth, to issue (or cause any of its Affiliates that constitute a Letter commercial bank to issue on its behalf) Letters of Credit by delivering in Dollars for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until the day that is thirty days prior to the Administrator Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Letter of Credit Application (Business Day, the “Letter of Credit Application”next preceding Business Day), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect ; provided that after giving effect to any Letter of L/C Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other thingsExtension, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with Total Outstandings shall not exceed the terms thereof and when accompanied by the documents described therein and Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, (iii) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (iv) prior to the Existing Notes Repayment Date, the Total Outstandings under the Revolving Credit Facility shall not exceed an amount equal to (A) $12,500,000 less (B) the amount, if any, by which the principal balance of the indebtedness outstanding under the Existing Facility immediately prior to the Closing Date is less than $7,500,000. No Letter of Credit shall have an expiry expiration date not later than twelve (12including all rights of the Borrower or the beneficiary to require renewal) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve earlier of (12x) 12 months after the date of its issuance or (y) five Business Days before the Maturity Date in clause respect of the Revolving Credit Facility, but may by its terms be renewable annually upon written notice (aa “Notice of Renewal”) given to the L/C Issuer and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in Article IV unless the L/C Issuer has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a “Notice of Termination”); provided that the terms of each Letter of Credit that is automatically renewable annually shall (A) require the L/C Issuer to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (B) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (C) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than five Business Days before the definition Maturity Date in respect of “Facility the Revolving Credit Facility. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination Date.” Each is given by the L/C Issuer pursuant to the immediately preceding sentence, such Letter of Credit shall be subject either to expire on the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber date on which it otherwise would have been automatically renewed. Within the limits of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered Facility, and subject to the Administrator by limits referred to above, the Seller Borrower may request the issuance of Letters of Credit under this Section 2.03(a), repay any L/C Advances resulting from drawings thereunder pursuant to Section 1.13(a2.03(e) above, by and request the close issuance of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Dayadditional Letters of Credit under this Section 2.03(a).

Issuance of Letters of Credit. (a) The Seller Collection Agent, on behalf of the Borrowers, may request the LC Bank, upon two five (25) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator Administrative Agent a Borrowing Notice substantially in the form of Exhibit II-A attached hereto (which such Notice shall include a pro forma calculation of the Coverage Percentage after giving effect to such request) and the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit IX attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator Administrative Agent may reasonably request. The Seller Collection Agent, on behalf of the Borrowers, also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator Administrative Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the Facility Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date that is shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date Facility Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Section 1.1(a) and Article VI) to issuing such Letter of Credit hereunder (as if such Letter of Credit were then being first issued) are not satisfied (other than any such condition requiring the Collection Agent, on behalf of the Borrowers, to submit a Borrowing Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (ax) above, may (or, at the written direction of any LC Participant, shall) or, in the definition case of “Facility Termination Date.” clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Collection Agent and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator Administrative Agent shall promptly notify the LC Bank and the LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller Collection Agent, on behalf of the Borrowers, for a Letter of Credit hereunder, and shall provide the LC Bank and the LC Participants with the Borrowing Notice and Letter of Credit Application delivered to the Administrator Administrative Agent by the Seller Collection Agent, on behalf of the Borrowers, pursuant to Section 1.13(a) clause (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase an Issuance Notice, substantially in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Facility Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC ParticipantsParticipant, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Issuance Notice delivered to the Administrator by the Seller pursuant to Section 1.13(aparagraph (a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a an Investment Notice substantially in the form of Annex B attached hereto and the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” . Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania New York time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller a. Any Authorized Officer of Borrowers may from time to time request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue that a Standby Letter of Credit or Commercial Letter of Credit be issued by delivering to L/C Issuer (with a telecopy to the Administrator Agent Bank) on a Letter Banking Business Day, at least five (5) Banking Business Days prior to the date of such proposed issuance, an L/C Agreement in L/C Issuer's then standard form (consistent with the terms of the Credit Application (the “Letter of Credit Application”Agreement), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator L/C Issuer and the LC Bank and, such other certificates, documents and other papers and information certificates as the Administrator L/C Issuer may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any ; provided, however, that no Letter of Credit Application shall be issued (a) if any Default or Event of Default has occurred and the disposition of documentsremains continuing, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each if after giving effect to the issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit would exceed One Million Dollars ($1,000,000.00), or (c) the Stated Amount of the requested Letter of Credit shall, among other things, (i) provide for exceeds the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” Maximum Availability. Each Letter of Credit shall be issued by the L/C Issuer on the Banking Business Day specified in the Borrower's application therefor. Each request for a Letter of Credit and each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision)Credits, International Chamber of Commerce Publication New 1994 Revision No. 600500, or any successor publication then in effect. Each Standby Letter of Credit will be issued for a term not greater than one (1) year and shall not include any amendments or revisions thereof adhered provision for automatic renewal. Each Commercial Letter of Credit will be issued for a term not greater than one hundred eighty (180) calendar days. In no event shall any Letter of Credit have a Stated Expiry Date later than thirty (30) days prior to by the LC Maturity Date. Promptly after receipt of each request for the issuance of a Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic verification from Agent Bank or that the International Standby Practices (ISP98-International Chamber amount of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by such request does not exceed the LC Bank, as determined by the LC Bank. (c) then Available Borrowings. The Administrator L/C Issuer shall promptly notify the LC Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit each time there is a change therein. b. Upon presentation of a draft drawn under any Letter of Credit, L/C Issuer shall promptly notify the Agent Bank and LC Participants, at such Person’s respective address for notices hereunder, Borrowers of the amount under such draft and the date upon which such draft is to be funded. On or before two (2) Banking Business Days following such notice (unless Borrowers have made other arrangements acceptable to the L/C Issuer to pay the amount of such draft in full), Borrowers shall advance to L/C Issuer the amount of such draft from Borrowers' available funds or shall request a Borrowing under the Credit Facility in an amount sufficient to pay the amount of such draft in full. The Agent Bank, upon receipt of such funds from the Lenders, shall automatically provide such amount to the L/C Issuer for payment of the amount of such draft and the balance of the Borrowing shall be deposited in immediately available funds to the Designated Deposit Account. In the event Borrowers fail to advance to L/C Issuer the amount of such draft from Borrowers' available funds or to request a Borrowing within two (2) Banking Business Days from receipt of the notice as specified above, on the third (3rd) Banking Business Day following Agent Bank's receipt of such notice, Agent Bank shall, without notice to or consent of the Borrowers and without regard to any other conditions precedent for the making of Borrowings under the Credit Facility, cause a Borrowing to be made and funded by the Seller Lenders under the Credit Facility and Lenders agree to fund their respective Pro Rata Share of such Borrowing in the amount necessary to pay the amount of such draft in full. Upon the occurrence of any Event of Default, L/C Issuer shall, without notice or further authorization or consent of Borrowers whatsoever, be authorized to immediately cause the Cash Collateral Account to be established and funded by Lenders with a Borrowing advanced to Agent Bank equal to the aggregate amount of the L/C Exposure then outstanding. All amounts held by L/C Issuer in the Cash Collateral Account shall be held as security for the repayment of any L/C Reimbursement Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement. Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant to this subsection shall: (i) constitute Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and (iii) be subject to all of the provisions of this Credit Agreement concerning Borrowings under the Credit Facility, except that such Borrowings shall be made upon demand of the Agent Bank as set forth above rather than upon Notice of Borrowing by Borrowers and shall be made, notwithstanding anything in this Credit Agreement to the contrary, without regard to any other conditions precedent to the making of Borrowings under the Credit Agreement and notwithstanding any Default or Event of Default thereunder. All amounts paid by L/C Issuer on a draft drawn under any Letter of Credit which has not been funded or concurrently reimbursed by Borrowers or through a Borrowing as provided hereinabove, shall bear interest at the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to L/C Issuer. c. Each Lender's obligation to advance Borrowings in the proportionate amount of its Syndication Interest in the Credit Facility of any unreimbursed amounts outstanding under any Letter of Credit pursuant hereto is several, and not joint or joint and several. The failure of any Lender to perform its obligation to advance a Borrowing in a proportionate amount of such Lender's Syndication Interest of any unreimbursed amounts outstanding under a Letter of Credit will not relieve any other Lender of its obligation hereunder to advance such Borrowing in the amount of such other Lender's proportionate Syndication Interest of such amount, nor relieve the Lender which has failed to fund of its obligation to fund hereunder, and shall provide . The Borrowers agree to accept the LC Bank and LC Participants with the Letter Borrowings for payment of Letters of Credit Application delivered as provided hereinabove, whether or not such Borrowings could have been made pursuant to the Administrator by terms of Article III B or any other section of the Seller pursuant Credit Agreement. d. Letters of Credit shall be used and issued for the benefit of Borrowers for the general corporate purposes of Borrowers relating to Section 1.13(a) abovethe Casino Facilities, by the close Parking Lot Property or the Hicks Property." 7. Xxxndment of business on Paragraph B of Article III Entitled "Conditions Precedent to all Borrowings". As of the day received or if received on Third Amendment Effective Date, Paragraph B of Article III of the Existing Credit Agreement shall be and is hereby deleted and the following is substituted as a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.full restatement thereof:

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Administrative Agent to issue or cause the issuance of a Letter of Credit by delivering to Administrative Agent at the Administrator a Payment Office by 10:00 a.m. (New York time) at least five (5) Business Days in advance of the requested date of such issuance, Administrative Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Administrative Agent; and, such other certificates, documents and other papers and information as the Administrator Administrative Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Administrative Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) in the case of any trade Letter of Credit have an expiry date not later than twelve six (126) months after such trade Letter of Credit’s date of issuance, extension or renewal, as and in the case may beof any standby Letter of Credit have an expiry date not later than one year (plus any automatic extensions or renewals thereof) after the date of issuance thereof, and in no event shall any Letter of Credit have an expiry date later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600500, and any amendments or revisions thereof adhered to by the LC Bank or Issuer and, to the extent not inconsistent therewith, the laws of the State of New York. Notwithstanding anything in the preceding sentence to the contrary, as agreed by the Borrowing Agent and the Issuer, each standby Letter of Credit shall be subject to International Standby Practices (ISP98-1998, International Chamber of Commerce Publication Number No. 590), and any amendments or revisions thereof adhered thereof. In addition, to by the LC Bankextent not inconsistent with the Practices above, each Letter of Credit shall be subject to the laws of the State of New York, or any such other state as determined by agreed to between the LC BankIssuer and Borrowing Agent. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (ai) The Seller Borrower Representative, on behalf of any U.S. Borrower, either for the support of any obligations of any U.S. Borrower’s or any Restricted Subsidiary thereof, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, an Issuing Bank to issue or cause the issuance, amendment, or extension of a Letter of Credit by delivering to the Administrator Issuing Bank, with a Letter of Credit Application copy to Administrative Agent at the Payment Office, prior to 12:00 p.m., at least five (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed 5) Business Days prior to the satisfaction proposed date of issuance, amendment, or extension (or such shorter period as may be agreed to by the Administrator and the LC Issuing Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (bii) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, provided that a Letter of Credit may include a provision for the automatic extension or renewalof the Letter of Credit, as the case may be, and but in no event expire later than five (5) Business Days prior to the Maturity Date (except that a Letter of Credit may expire up to one year beyond the Maturity Date if such Letter of Credit has been Cash Collateralized on or prior to date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” issuance thereof). Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by (the LC Bank “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP”), and or any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Issuing Bank, and each commercial Letter of Credit shall be subject to the LC BankUCP. In addition, no commercial Letter of Credit may permit the presentation of an ocean bill of lading that includes a condition that the original bill of lading is not required to claim the goods shipped thereunder. (ciii) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Revolving Lenders of the request by the Seller Borrower Representative for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request the LC Bank, upon two (2) Business Days’ ' prior written notice submitted on or before 11:00 a.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank's form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F G attached hereto and a Purchase Notice, substantially in the form of Annex B hereto, in each case completed to the reasonable satisfaction of the Administrator and the LC Bank and, such other certificates, documents and other papers and information as the Administrator may reasonably requestBank. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Purchaser Termination Date.” . For the avoidance of doubt, no Letter of Credit may be extended or renewed to a date that is later than twelve (12) months after the Purchaser Termination Date. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and each LC ParticipantsParticipant, at such Person’s respective 's address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application and Purchase Notice delivered to the Administrator by the Seller pursuant to Section 1.13(aparagraph (a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time a.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two three (23) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania 1:00 p.m. (New York City time), to issue a Letter of Credit by delivering to the Administrator a Administrative Agent and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit D attached hereto and a Purchase Notice, in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank and, Bank; and such other certificates, documents and other papers and information as the Administrator Administrative Agent or the LC Bank may reasonably request. The Seller also has LC Bank agrees to issue amendments to the right to give instructions and make agreements with respect to any Letter Letters of Credit Application increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.02 and the disposition other terms of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Creditthis Article III. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Sections 3.01 and Article VI) to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Borrower to submit an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (ax) above, may or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the definition extent permitted by) the terms of “Facility Termination Date.” such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrower may request the LC Bank, upon two three (23) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania 1:00 p.m. (New York City time), to issue a Letter of Credit by delivering to the Administrator a Administrative Agent and the LC Bank, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F Exhibit D attached hereto and a Purchase Notice, in the form of Annex B heretoan LC Request, in each case completed to the satisfaction of the Administrator Administrative Agent and the LC Bank and, Bank; and such other certificates, documents and other papers and information as the Administrator Administrative Agent or, the LC Bank or any Program Participant may reasonably request. The Seller also has LC Bank agrees to issue amendments to the right to give instructions and make agreements with respect to any Letter Letters of Credit Application increasing the amount, or extending the expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.02 and the disposition other terms of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Creditthis Article III. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an -29- expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided, however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that is twelve (12) months after the date Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including, without limitation, those set forth in Sections 3.01 and Article VI) to issuing such Letter of Credit hereunder are not satisfied (other than any such condition requiring the Borrower to submit an LC Request or Letter of Credit Application in respect thereof), then the LC Bank, in the case of clause (ax) above, may or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the definition extent permitted by) the terms of “Facility Termination Date.” such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller may request that the LC Bank, upon two one (21) Business Days’ Day prior written notice submitted on or before 11:00 a.m.2:00 p.m., Pennsylvania New York time, to issue a Letter of Credit by delivering to the Administrator a Administrator, the LC Bank’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F E attached hereto and a Purchase Notice, in the form of Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank Bank; and, such other certificates, documents and other papers and information as the Administrator may reasonably request. The Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with the Administrator upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case issuance and (iii) provide that amounts drawn with respect to such Letter of Credit may be, and in no event later than the date that is twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.” not be redrawn. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 500 or International Chamber of Commerce Publication No. 600, based on which publication is in effect at the time that such Letter of Credit is issued, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC BankBank (the “ISP98 Rules”), as determined by the LC Bank. (c) The Administrator shall promptly notify the LC Bank and LC ParticipantsBank, at such Person’s respective its address for notices hereunder, and each LC Participant of the request by the Seller for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) paragraph (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time 2:00 p.m., New York time, on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time the Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime the standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Subject to the terms hereof, the Administrative Borrower may request the LC BankL/C Issuer to issue or cause the issuance of a Letter of Credit for itself or any Subsidiary (subject to the limitations contained in subclause (g) of the definition of Permitted Intercompany Advances) by delivering to the Administrative Agent, upon two at the Payment Office, prior to 2:00 p.m. (2New York time), at least five (5) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, to issue a Letter of Credit by delivering to the Administrator a Letter proposed date of Credit Application issuance, the L/C Issuer’s form of letter of credit application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the reasonable satisfaction of the Administrator L/C Issuer, and the LC Bank and, such other certificates, documents and other papers and information as the Administrator L/C Issuer may reasonably request. The Seller Administrative Borrower, also has the right to give instructions and make agreements with the L/C Issuer with respect to any Letter application, any applicable letter of Credit Application credit and related security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, and the disposition of applicable documents, and to agree with the Administrator L/C Issuer upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) except as provided in Section 3.02(d) below, have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance (subject to automatic renewals) and in no event later than the date that is twelve (12) months after 1 Business Day prior to the date in clause (a) of the definition of “Facility Termination Final Maturity Date.” . Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions revision thereof adhered to by the LC Bank Issuer (“UCP 600”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (“ISP98 Rules”), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankL/C Issuer, and each trade Letter of Credit shall be subject to UCP 600. (c) The Administrator Administrative Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Administrative Borrower for a Letter of Credit hereunder. (d) Notwithstanding anything to the contrary set forth in Section 3.02(b) or any other provision of this Agreement, Administrative Borrower may request and shall provide L/C Issuer may issue Letters of Credit (and/or renewals or extensions of existing Letters of Credit) under this Agreement with an expiry date that extends beyond the LC Bank and LC Participants with the Final Maturity Date then in effect when such Letter of Credit Application delivered (or the extension or renewal thereof) is requested (any such Letter of Credit so issued, renewed or extended, a “Post-Term Letter of Credit”), subject to all other existing terms and conditions of and provisions in this Agreement regarding Letters of Credit, including any terms, conditions and provisions regarding the Administrator requesting and issuance thereof, but provided that, under no circumstances may any such Post-Term Letter of Credit as so issued, renewed or extended have an expiry date later than the twelve-month anniversary of the Final Maturity Date as in effect when such Post-Term Letter of Credit is so issued, renewed or extended. Nothing contained in this Section 3.02(d) shall be construed under any circumstances as an agreement by Lenders to extend the Seller pursuant Final Maturity Date or require or obligate in any way Agent, Lenders and/or Issuer to Section 1.13(amake any Loans or to issue any new Letters of Credit (or extend or renew any existing Letters of Credit) aboveon or after the Final Maturity Date. (e) All of the obligations, liabilities and indebtedness of any kind or nature of Borrowers with respect to any and all such Post-Term Letters of Credit (including all Reimbursement Obligations and obligations to pay Letter of Credit Fees and obligations to pay interest in respect of any disbursement made by the close L/C Issuer in connection with a drawing under a Post-Term Letter of business on the day received or if received on a day Credit that is not immediately reimbursed by Borrowers (including any such interest accruing thereon after the Final Maturity Date, or after the commencement of any Insolvency Proceeding relating to any Loan Party, whether or not a Business Day claim for post-filing or post-petition interest and/or Letter of Credit Fees is allowed in such proceeding)) (any such obligations, liabilities and indebtedness, the “Post-Term Letter of Credit Obligations”) shall remain Obligations secured by the Collateral pursuant to the Liens created under the Loan Documents both prior to and after the Final Maturity Date, and Agents and Lenders shall have no obligations to release any Liens on any Business Day after 11:00 a.m. Pennsylvania the Collateral notwithstanding the overall termination of this Agreement and of the commitments of the Lenders hereunder, until such time on as the last such dayPost-Term Letter of Credit shall have expired or terminated or shall been fully drawn and all Post-Term Letter of Credit Obligations (other than contingent indemnities and expense reimbursement obligations to the extent no claim therefore has been made, or is reasonably expected to be made) have been Paid in Full, provided that, notwithstanding the foregoing, on the next Business DayFinal Maturity Date, Borrowers may Cash Collateralize each such Post-Term Letter of Credit, and in such event, if all other Obligations have been Paid in Full, Collateral Agent may release the Liens and security interests on all other Collateral in accordance with the Loan Documents. Administrative Agent will deposit such Cash Collateral in a non-interest bearing deposit account maintained at Administrative Agent. Borrowers agree that upon the coming due of any such Post-Term Letter of Credit Obligations, Agent may use such Post-Term Cash Collateral to pay and satisfy such Post-Term Letter of Credit Obligations. (f) Notwithstanding anything to the contrary contained in this Agreement and/or the overall termination of this Agreement on the Final Maturity Date (subject to the survival of the provisions thereof that survive the termination of this Agreement by the terms thereof), all of the applicable provisions of Article III and Section 2.18(c) [Letter of Credit Fees] of this Agreement, any Letter of Credit application for any Post-Term Letter of Credit and any other documents executed by and/or between Borrowers and/or L/C Issuer with respect to any Post-Term Letter of Credit (other than any provisions providing for any obligations of any Lenders or any provisions giving Borrowers the right or ability to request that additional Letters of Credit be issued or that existing Letters of Credit be renewed or extended) shall survive the termination of this Agreement on the last day of the Term for the benefit of Agent and Lenders (but not for the benefit of Borrowers), and Borrowers shall remain bound thereby, including without limitation (i) the obligations under_Section 2.18(c) [Letter of Credit Fees] of this Agreement for Borrowers to pay Letter of Credit Fees to L/C Issuer with respect to any Post- Term Letter of Credit for so long as each Post-Term Letter of Credit shall remain outstanding and (ii) the obligations under this Article III for Borrowers to pay interest on any disbursements or payments made by L/C Issuer relating to any Post-Term Letter of Credit until reimbursed.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent on behalf of any Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, Agent's standard form of Letter of Credit and Security Agreement together with Bank's standard form of Letter of Credit Application (collectively, the “"Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ") completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s 's date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition Term. Each Letter of “Facility Termination Date.” Each Credit Application and each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 1993 Revision), International Chamber of Commerce Publication No. 600, 500) and any amendments or revisions revision thereof adhered and, to by the LC Bank or extent not inconsistent therewith, the International Standby Practices (ISP98-International Chamber laws of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC BankCommonwealth of Pennsylvania. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder. (d) Agent shall have absolute discretion whether to accept any draft. Without in any way limiting Agent's absolute discretion whether to accept any draft, Borrowing Agent will not present for acceptance any draft, and shall provide Agent will generally not accept any drafts (i) that arise out of transactions involving the LC Bank sale of goods by any Borrower not in the ordinary course of its business, (ii) that involve a sale to an Affiliate of any Borrower and LC Participants with the Letter of Credit Application delivered to the Administrator (iii) that involve any purchase for which Agent has not received all related documents, instruments and forms requested by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business DayAgent.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 10:00 a.m. (New York time), at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.

Issuance of Letters of Credit. (a) The Seller Borrowing Agent, on behalf of Borrowers, may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., Pennsylvania time, Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Administrator a Payment Office, prior to 12:00 Noon at least five (5) Business Days’ prior to the proposed date of issuance, Agent’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex B hereto, in each case ) completed to the satisfaction of the Administrator and the LC Bank Agent; and, such other certificates, documents and other papers and information as the Administrator Agent may reasonably request. The Seller Borrowing Agent, on behalf of Borrowers, also has the right to give instructions and make agreements with respect to any Letter application, any applicable letter of Credit Application credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with the Administrator Agent upon any amendment, extension or renewal of any Letter of Credit. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or drafts, other written demands for payment payment, or acceptances of usance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve twenty-four (1224) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, issuance and in no event later than the date that is twelve (12) months after the date in clause (a) last day of the definition of “Facility Termination Date.” Term. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), as most recently published by the International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to by at the LC Bank time a Letter of Credit is issued (the “UCP”) or the International Standby Practices (ISP98-ISP98 International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”)), and any amendments or revisions subsequent revision thereof adhered to by at the LC Banktime a standby Letter of Credit is issued, as determined by Agent, and each trade Letter of Credit shall be subject to the LC BankUCP. (c) The Administrator Agent shall promptly use its reasonable efforts to notify the LC Bank and LC Participants, at such Person’s respective address for notices hereunder, Lenders of the request by the Seller Borrowing Agent for a Letter of Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. Pennsylvania time on such day, on the next Business Day.