Common use of Letter of Credit Subfacility Clause in Contracts

Letter of Credit Subfacility. (a) Issuance. From the Closing Date until the Revolving Loan Maturity Date, subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. (a) Issuance. From As a subfacility under the Closing Date until the Revolving Loan Maturity DateLine of Credit, subject to the terms and conditions hereof and of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue documentary and/or standby letters of credit for the account of Borrower for general business purposes reasonably acceptable to Lender ("Letters of Credit"); provided however, (i) that the aggregate Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall Usage will not exceed the Letter of Credit Commitment at any time, time exceed $700,000 and (ii) the aggregate principal amount Lender shall have determined that there is Availability for any such Letter of the Revolving Loans, Swing Line Advances Credit. The form and substance of each Letter of Credit Obligations will be subject to approval by Lender, in its sole discretion, and Borrower shall not exceed the lesser execute and deliver such additional letter of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date credit agreements, applications and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of other documents required by Lender as a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal condition to the face amount issuance of such any Letter of Credit. Each Letter of Credit shall require will be issued for a term not to exceed 365 days, as designated by Borrower; provided that all draws thereon must be presented to the L/C Bank by the no Letter of Credit will have an expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institutionafter the Maturity Date. Each Letter of Credit shall comply with will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a Letter of Credit Documentswill be deemed an Advance under the Line of Credit and will be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrower will immediately pay to Lender the full amount drawn, together with interest on such amount from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to Advances under the Line of Credit. The issuance date In such event Borrower agrees that Lender may debit any account maintained by Borrower with Lender for the amount of each any such drawing. “Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposesUsage” means, as of such any date, without further action by any Person, to have been issued hereunderthe sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit, and each such issuer (ii) the aggregate amount of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely outstanding reimbursement obligations with respect to, and until the termination, expiration to Letters of Credit which remain unreimbursed or replacement of, such Existing L/Cswhich have not been paid through a deemed Advance.

Letter of Credit Subfacility. (a) Issuance. From The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, (1) from time to time on any Business Day during the period from the Closing Date until the Revolving Loan Maturity Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, (2) to honor drawings under the Letters of Credit and (3) with respect to Acceptance Credits, to create Bankers’ Acceptances in accordance with the terms thereof and hereof; and (B) the Lenders severally agree to participate in Letters of Credit and Bankers’ Acceptances issued for the account of the Borrower and any Subsidiary and any drawings thereunder; provided that the Issuing Lender shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the sum of the Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding would exceed the Revolving Committed Amount, (y) with regard to any Lender individually, such Lender’s Applicable Percentage of the sum of the Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding would exceed such Lender’s Revolving Commitment or (z) the amount of LOC Obligations outstanding would exceed the LOC Sublimit; provided, further, that all Acceptance Credits issued and Bankers' Acceptances created shall be denominated in Dollars. Within the foregoing limits, and subject to the terms and conditions hereof hereof, the Borrower’s ability to obtain Letters of Credit and Bankers’ Acceptances shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit or Bankers’ Acceptances, as applicable, to replace Letters of Credit or Bankers’ Acceptances that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The Issuing Lender shall not issue any Letter of Credit or Bankers’ Acceptance, as applicable, if: (A) subject to Section 2.2(b)(iii), the expiry date of such requested Letter of Credit would occur more than eighteen months after the date of issuance, unless the Required Lenders have approved such expiry date; or (B) the maturity date of any Bankers' Acceptance issued under any such requested Acceptance Credit would occur more than 180 days from the date of creation of such Bankers’ Acceptance and in any event not later than 60 days before the Letter of Credit DocumentsExpiration Date, if anyunless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit or the maturity date of any Bankers’ Acceptance issued under such requested Letter of Credit would occur after the Letter of Credit Expiration Date, and unless all the Lenders have approved such other expiry date; or (D) as to Acceptance Credits, the Bankers' Acceptance created or to be created thereunder shall not be an eligible bankers' acceptance under Section 13 of the Federal Reserve Act (12 U.S.C. § 372). (iii) The Issuing Lender shall be under no obligation to issue any Letter of Credit, or Bankers’ Acceptance, as applicable, if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms and conditions purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any related Bankers’ Acceptance, 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 or related bankers’ acceptances generally or such Letter of Credit or any related Bankers’ Acceptance in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit or related Bankers’ Acceptance any restriction, reserve or capital requirement (for which the L/C Issuer Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good fxxxx xxxxx material to it; (B) the issuance of such Letter of Credit or Bankers’ Acceptance would violate one or more generally applicable policies of the Issuing Lender; (C) such Letter of Credit or Bankers’ Acceptance contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (D) any Lender is at that time a Defaulting Lender, unless (i) the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender (in its sole discretion) with such Lender, or (ii) the Borrower has delivered Cash Collateral or entered into another arrangement with the Issuing Lender that is reasonably satisfactory to the Issuing Lender (in its sole discretion), to eliminate the Issuing Lender’s actual or potential (with respect to such requested Letter of Credit or Bankers' Acceptance) Fronting Exposure (after giving effect to Section 3.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit or Bankers’ Acceptance then proposed to be issued or that Letter of Credit or Bankers’ Acceptance and all other LOC Obligations as to which the Issuing Lender has actual Fronting Exposure, as it may reasonably requireelect in its sole discretion. (iv) The Issuing Lender shall not amend any Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (v) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the L/C Issuer beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The Issuing Lender shall issueact on behalf of the Lenders with respect to any Letters of Credit and Bankers’ Acceptances issued by it and the documents associated therewith, and the Lenders Issuing Lender shall participate in, have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit and Bankers’ Acceptances issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit and Bankers’ Acceptances as fully as if the Borrower may request for its benefit term “Administrative Agent” as used in Article X included the Issuing Lender with respect to such acts or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any timeomissions, and (iiB) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal as additionally provided herein with respect to the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/CsIssuing Lender.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (ai) Issuance. From Upon the terms, subject to the conditions and in reliance upon the representations and warranties of the Borrowers and each of the other Loan Parties set forth in this Agreement and in the other Loan Documents and upon the agreements of the Lenders set forth in this Section 2.04, (A) from time to time on any Business Day, during the period from the Closing Date until the Revolving Loan Maturity L/C Expiration Date, L/C Issuer will issue Credits, in the form of Letters of Credit or Bank Undertakings denominated in Dollars or in an Alternative Currency in accordance with this Agreement, in each case for the account of the Borrowers for the benefit of any one or more Borrowers (or other Subsidiaries as any Borrower (through the Administrative Borrower) may designate; provided that in the case of Credits designated for a Subsidiary, such Borrower retains financial responsibility for such Credit) and amend or extend Credits previously issued by it, in accordance with subsection (b) of this Section 2.04; and (B) to honor drawings under the Credits. All existing Credits listed on Schedule 2.01 as of the Closing Date will be deemed to have been issued pursuant hereto and, from and after the Closing Date, will be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in each Letter of Credit issued by an L/C Issuer and each drawing thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Credit, (A) the Total Revolving Credit Outstandings will not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans will not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations will not exceed the L/C Sublimit. Each request by the Administrative Borrower, on behalf of the Borrowers, for the issuance or amendment of a Credit will be deemed to be a representation by the Borrowers that each such issuance or amendment complies with the applicable conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof hereof, the Borrowers’ ability to obtain Credits will be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Credits to replace Credits that have expired or that have been drawn upon and reimbursed. (iii) Subject to Section 2.04(b)(iv), no L/C Issuer will issue or extend any Credit if: (A) the expiry date of such requested Credit would occur after the L/C Expiration Date, unless all Lenders will have approved such expiry date; or (B) to the extent that the face amount of such requested Credit exceeds the Alternative Currency Available Credit as of the requested issuance date. (iv) No L/C Issuer will have any obligation to issue a Letter of Credit Documentsif: (A) any order, if anyjudgment or decree of any Governmental Authority or arbitrator will by its terms purport to enjoin or restrain the L/C Issuer from issuing such Credit, and or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer will prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit or Bank Undertakings generally or such other terms and conditions Credit in particular or will impose upon the L/C Issuer with respect to such Credit any restriction, reserve or capital requirement (for which the L/C Issuer may reasonably requireis not otherwise compensated hereunder) not in effect on the Closing Date, or will impose upon the L/C Issuer shall issueany unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the Lenders shall participate in, L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letters Credit would violate one or more policies of the L/C Issuer; (C) such Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, is to be denominated in a form acceptable currency other than Dollars or an Alternative Currency permitted in accordance with this Agreement; (D) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer, for Issuer (in its sole discretion) with the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base Borrowers or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit such Lender to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into eliminate the L/C Cash Collateral Account an amount equal Issuer’s actual or potential Fronting Exposure (after giving effect to Section 3.07(a)(iv)) with respect to the face amount of such Letter of Credit. Each Letter of Defaulting Lender arising from either the Credit shall require then proposed to be issued or that Credit and all draws thereon must be presented other L/C Obligations as to which the L/C Bank by the expiration date thereforIssuer has actual or potential Fronting Exposure, regardless of whether presented prior to as it may elect in its sole discretion; or (E) such date to Credit contains any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date provisions for automatic reinstatement of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof stated amount after any drawing thereunder. (collectively, the "Existing L/Cs"v) shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "No L/C Issuer" hereunder for Issuer will have any obligation to amend any Credit if the L/C Issuer would not be obligated to issue such Credit in its amended form under the terms hereof or if the beneficiary of such Credit does not accept the proposed amendment to such Credit. (vi) Each L/C Issuer will act on behalf of all purposes but solely Lenders with respect to any Credits issued by it and the documents associated therewith, and the L/C Issuer will have all of the benefits and immunities (A) provided to Administrative Agent in Article IX with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (ai) Issuance. From L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03: (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Loan Maturity L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) of this Section 2.03; and (B) to honor drawings under the Letters of Credit. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof. (ii) Each Lender severally agrees to participate in Letters of Credit issued by L/C Issuer and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (A) the Total Revolving Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments; (B) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus an amount equal to such Lender’s Revolving Credit Percentage Share multiplied by the Outstanding Amount of all L/C Obligations, plus an amount equal to such Lender’s Revolving Credit Percentage Share multiplied by the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment; and (C) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the requested L/C Credit Extension complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof and of the Letter hereof, Borrower’s ability to obtain Letters of Credit Documentsshall be fully revolving, if anyand, accordingly, Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and such other terms and conditions which the L/C Issuer may reasonably requirereimbursed. (iii) Subject to Section 2.03(b)(iv), the L/C Issuer shall issuenot issue any Letter of Credit, if: (A) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless Required Lenders shall have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all Lenders shall have approved such expiry date. (iv) L/C Issuer shall not have any obligation to issue a 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 L/C Issuer from issuing such Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of L/C Issuer; (C) such Letter of Credit (1) is to be denominated in a currency other than Dollars or (2) is a commercial letter of credit; (D) any Lender is in default of its obligation to fund under Section 2.03(c) or any Lender is at such time a Defaulting Lender hereunder, unless L/C Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate L/C Issuer’s risk with respect to such Lender; or (E) UNLESS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, SUCH LETTER OF CREDIT CONTAINS ANY PROVISIONS FOR AUTOMATIC REINSTATEMENT OF THE STATED AMOUNT AFTER ANY DRAWING THEREUNDER. (v) L/C Issuer shall not amend any Letter of Credit if L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (vi) L/C Issuer shall not have any obligation to amend any Letter of Credit if: (A) L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vii) L/C Issuer shall act on behalf of all Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the Lenders shall participate in, benefits and immunities: (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the Borrower may request for its benefit term “Administrative Agent” as used in Article IX included L/C Issuer with respect to such acts or the benefit of any Subsidiary omissions; and (B) as additionally provided herein, in a form acceptable herein with respect to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. (a) Issuance. From the Closing Date until the Revolving Loan Maturity Date, subject Subject to the terms and conditions hereof of this Agreement and in reliance upon the representations and warranties of the Borrower set forth herein, at any time and from time to time from the Closing through the Business Day immediately prior to the Maturity Date, after satisfaction of all conditions precedent set forth in SECTION 4.2, the Issuing Bank shall issue for the account of the Borrower Letters of Credit, provided that a request shall have been made for each Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters by a Responsible Person of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable delivering to the L/C IssuerAgent a Borrowing Notice, for the purposes hereinafter set forth; provided that (i) the aggregate amount of duly executed with appropriate insertions and as otherwise required by SECTION 2.5, together with a duly executed Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any timeApplication, and with appropriate insertions (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances which Borrowing Notice and Letter of Credit Obligations Application shall not exceed have been received by the lesser of Issuing Bank prior to 10:00 a.m., San Francisco, California time, three (3) Business Days prior to the Borrowing Base or the aggregate Revolving Commitments in effect at any timerequested issuing date). No Letter of Credit shall have an expiration date that is later than one hundred twenty (120) days after the earlier of the Revolving Loan Maturity Date and or one (1) year after the date issuance of issuance thereof; provided, however, the Borrower may request issuance or renewal of a such Letter of Credit (or any renewal thereof), whichever is earlier. (b) Upon issuance of each Letter of Credit, each Lender shall be deemed to have purchased a date after participation from the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount Issuing Bank equal to such Lender's Pro Rata Share of the face original stated amount of such Letter of Credit. Each Nothing contained in this Agreement shall under any circumstance be deemed to require any Lender to participate in the issuance of any Letter of Credit shall require that all draws thereon must be presented which, taking into account such Lender's participation in such Letter of Credit, when added to the L/C Bank by aggregate of such Lender's participation in all other issued and undrawn Letters of Credit, exceeds such Lender's Pro Rata Share of the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply Commitment. (c) Unless otherwise expressly provided therein, each beneficiary named by the Borrower with the related respect to a Letter of Credit Documentsissued hereunder shall be permitted to make full or partial draws under such Letter of Credit. The issuance date Upon the making of each any draw under a Letter of Credit by such beneficiary, the full amount of such draw shall be a Business Dayimmediately due and payable by the Borrower to the Issuing Bank. On the date The Issuing Bank shall immediately give written notification of the initial Advance hereunderamount of such draw to the Agent, each outstanding letter Lender and the Borrower and to the extent that the Issuing Bank has not been immediately reimbursed by the Borrower for any payment required to be made by the Issuing Bank under such Letter of credit issued Credit (and all commissions incurred but unpaid in connection therewith), each Lender shall, according to its Pro Rata Share of such Letter of Credit, reimburse the Issuing Bank immediately upon written demand for the amount of such payment (and such unpaid commissions). The obligation of each Lender to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the occurrence of a Potential Event of Default or Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise limit or impair the obligation of the Borrower to reimburse the Lenders for the amount of any payment made by the Issuing Bank under any Letter of Credit. (d) Without limiting the Existing generality of the preceding subsections of this SECTION 2.1.2, in the event the Borrower shall fail to reimburse immediately the Issuing Bank for any honor of a draw on any Letter of Credit Agreement as confirmed by the Issuing Bank's written notice and described on Schedule 2.2 hereof (collectivelydemand for payment from each Lender of its ratable participation amount pursuant to SECTION 2.1.2(c), the "Existing L/Cs") each Lender shall be deemed for all purposes, as of such dateto have made, without further action by any Personnotice to the Borrower, a Base Rate Loan in the principal amount equal to have been issued hereunder, and each such issuer Lender's Pro Rata Share of the Existing L/Cs amount drawn under such Letter of Credit (plus any unpaid commission); and, for this purpose, the conditions precedent set forth in SECTION 4.2 shall not apply. Any Base Rate Loan deemed to be advanced after the Maturity Date, shall be immediately due and payable. The proceeds of such Base Rate Loans shall be applied to reimburse the Issuing Bank for such payment required to be made by the Issuing Bank under the Letter of Credit. In the event that any Base Rate Loan shall be deemed to be made to the Borrower pursuant to this SECTION 2.1.2(d), such Base Rate Loan shall be deemed to have been made as of the date of the honor of the draw under the respective Letter of Credit and interest shall accrue thereon at the same rate as provided for other Base Rate Loans under this Agreement. In the event that the Issuing Bank does not receive the proceeds of any Base Rate Loans made pursuant to this subsection by 12:00 noon, San Francisco, California time, on the date that the draw on the Letter of Credit is honored, the Lender whose funds are delayed shall pay interest to the Issuing Bank on the amount not received at the Federal Funds Rate from the date of such honor until the date on which the Issuing Bank receives such proceeds by 12:00 noon. (i) The Issuing Bank may resign as Issuing Bank by giving notice to the Agent, the Lenders and the Borrower, and such resignation shall be effective thirty (30) days after the giving of such notice, and as to any Letter of Credit outstanding upon the then current expiry date on such Letter of Credit. If the Issuing Bank shall resign as the Issuing Bank under this Agreement, Requisite Lenders shall appoint a successor Issuing Bank from among the Lenders, with the consent of such successor. (ii) If an Issuing Bank has resigned and no successor Issuing Bank is appointed prior to thirty (30) days after such resignation, then until an appointment of a successor Issuing Bank is made, in the event of a request by the Borrower for the issuance of a Letter of Credit under this SECTION 2.1.2, each Lender shall issue its own Letter of Credit in an amount equal to such Lender's Pro Rata Share of the amount of such requested Letter of Credit upon the terms and conditions set forth in SECTIONS 2.1.1 and 2.1.2, with such changes as are appropriate to apply to an individual Lender issuing a Letter of Credit without participation. In the event of an unreimbursed draw on a Letter of Credit issued pursuant to the provisions of this SECTION 2.1.2(e)(ii), each Lender which has honored such a draw shall be deemed to have made a Base Rate Loan to reimburse itself for the draw under such Letter of Credit. (iii) With respect to any Letter of Credit issued under SECTION 2.1.2(e)(ii), the reference to "L/C IssuerIssuing Bank" hereunder for in SECTION 2.8(d) shall be to each Lender issuing a Letter of Credit and all purposes but solely fees due (including the fee payable to the Issuing Bank) under SECTION 2.8(b) shall be payable to the Lenders according to their respective Pro Rata Shares of the Aggregate Commitments. (iv) Upon the acceptance of its appointment as a successor Issuing Bank hereunder, such successor Issuing Bank shall succeed to all the rights, powers and duties of the retiring Issuing Bank with respect toto any Letters of Credit issued subsequent to such acceptance, and until the terminationterm "Issuing Bank" shall mean such successor issuing bank with regard to such subsequently issued Letters of Credit. Whether or not a successor Issuing Bank is appointed, expiration or replacement ofthe retiring Issuing Bank shall retain all the rights, such Existing L/Cs.powers and duties of an Issuing Bank with respect

Letter of Credit Subfacility. Subject to the terms and conditions set forth herein: (ai) Issuance. From L/C Issuer agrees, in reliance upon the agreements of the Working Capital Lenders set forth in this Section 2.03: (A) from time to time on any Business Day during the period from the Closing Date until the Revolving Loan Maturity L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) of this Section 2.03; and (B) to honor drawings under the Letters of Credit. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof. (ii) Each Working Capital Lender severally agrees to participate in Letters of Credit issued by L/C Issuer and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit: (A) the Total Working Capital Outstandings shall not exceed Working Capital Availability; (B) the aggregate Outstanding Amount of the Working Capital Loans of any Working Capital Lender, plus an amount equal to such Lender’s Working Capital Percentage Share multiplied by the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Working Capital Commitment; or (C) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the requested L/C Credit Extension complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof and of the Letter hereof, Borrower’s ability to obtain Letters of Credit Documentsshall be fully revolving, if anyand, accordingly, Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and such other terms and conditions which the L/C Issuer may reasonably requirereimbursed. (iii) Subject to Section 2.03(b)(iv), the L/C Issuer shall issuenot issue any Letter of Credit, if: (A) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless Required Working Capital Lenders shall have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all Working Capital Lenders shall have approved such expiry date. (iv) L/C Issuer shall not have any obligation to issue a 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 L/C Issuer from issuing such Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon L/C Issuer any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of L/C Issuer; (C) such Letter of Credit: (1) is to be denominated in a currency other than Dollars; or (2) is a commercial letter of credit; (D) any Working Capital Lender is in default of its obligation to fund under Section 2.03(d) or any Working Capital Lender is at such time a Defaulting Lender hereunder, unless L/C Issuer has entered into satisfactory arrangements with Borrower or such Working Capital Lender to eliminate L/C Issuer’s risk with respect to such Lender; or (E) unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. (v) L/C Issuer shall not amend any Letter of Credit if L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (vi) L/C Issuer shall not have any obligation to amend any Letter of Credit if: (A) L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vii) L/C Issuer shall act on behalf of all Working Capital Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the Lenders shall participate in, benefits and immunities: (A) provided to Administrative Agent in Article IX with respect to any acts taken or omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the Borrower may request for its benefit term “Administrative Agent” as used in Article IX included L/C Issuer with respect to such acts or the benefit of any Subsidiary omissions; and (B) as additionally provided herein, in a form acceptable herein with respect to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. (a) Issuance. From Concurrently with the Closing Date until effectiveness of this Agreement each of the Existing Letters of Credit shall be deemed issued and outstanding hereunder, and each of the Lenders having a share in the Revolving Loan Maturity DateCommitment shall be deemed to have purchased a participation, subject in accordance with its Pro Rata Share of the Revolving Commitment, in the Existing Letters of Credit. Concurrently with the effectiveness of the Mandalay Acquisition, each of the Mandalay Letters of Credit shall be deemed issued and outstanding hereunder, and each of the Lenders having a share in the Revolving Commitment shall be deemed to have purchased a participation, in accordance with its Pro Rata Share of the Revolving Commitment, in the Mandalay Letters of Credit. Subject to the terms and conditions hereof and of this Agreement (including Section 8.3), Borrower or any Co-Borrower may request from time to time during the period from the Closing Date through the day prior to the Letter of Credit DocumentsExpiration Date that the Issuing Lenders, if anyin reliance upon the agreements of the other Lenders set forth in this Section 2.4, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such issue Letters of Credit as for the account of Borrower may request for its benefit or the benefit of any Subsidiary as provided hereinrelevant Co-Borrower, in a form acceptable and each Issuing Lender agrees to the L/C Issuer, issue for the purposes hereinafter set forth; account of Borrower or the relevant Co-Borrower one or more Letters of Credit denominated in Dollars and to amend Letters of Credit previously issued by it in accordance with clause (b) below, provided that (i) Borrower or the aggregate amount of relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit Obligations shall not exceed if, after giving effect to such issuance, the aggregate outstanding principal evidenced by the Committed Revolving Notes and the Competitive Revolving Notes plus the Letter of Credit Commitment Usage plus the Swing Line Outstandings exceeds the Revolving Commitment, (ii) in no event shall any Issuing Lender issue any Letter of Credit having an expiration date after the Maturity Date, (iii) Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed $250,000,000 or any limit established by Law after the Closing Date on the relevant Issuing Lender's ability to issue the requested Letter of Credit at any time, and (iiiv) prior to the aggregate principal amount issuance of the Revolving Loans, Swing Line Advances and any Letter of Credit Obligations the relevant Issuing Lender shall not exceed request confirmation by telephone from the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Administrative Agent that such Letter of Credit may be issued and shall have an expiration date later than received electronic confirmation from the earlier of Administrative Agent to that effect. Notwithstanding the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, howeverforegoing, the Borrower may request issuance or renewal of a Issuing Lenders shall not be obligated to issue any Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance (A) on or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal prior to the face amount Business Day immediately preceding the issuance thereof any Revolving Lender has notified the Administrative Agent or the Issuing Lenders in writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such Letter of Credit. Each , (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lenders from issuing such Letter of Credit, or any Law applicable to the Issuing Lenders or any request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Lenders shall prohibit, or request that the Issuing Lenders refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall require that all draws thereon must be presented to impose upon the L/C Bank by the expiration date therefor, regardless of whether presented prior Issuing Lenders with respect to such date to any correspondent bank or other institution. Each Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lenders are not otherwise compensated hereunder) not in effect on the date hereof, or shall comply with impose upon the related Issuing Lenders any unreimbursed loss, cost or expense which was not applicable on the date hereof and which the relevant Issuing Lender in good xxxxx xxxxx material to it, (C) the issuance of such Letter of Credit Documents. The issuance would violate one or more policies of the relevant Issuing Lender, or (D) the expiry date of each such requested Letter of Credit shall be a Business Day. On would occur after the date Letter of Credit Expiration Date, unless all of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of Lenders have approved such expiry date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Letter of Credit Subfacility. (a) Issuance. From Subject to the conditions and on the terms hereinafter set forth in this Agreement, and in reliance upon the representations and warranties of the Loan Parties contained in Article V, the Issuing Lender agrees (i) from time to time on any Business Day, during the period from the Closing Date until to the day which is five (5) Business Days prior to the Expiration Date, to issue Letters of Credit in U.S. Dollars for the account of Borrower or another Loan Party in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, and (ii) to honor drafts under Letters of Credit; provided, that the Issuing Lender shall not be obligated to Issue any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “Issuance Date”) (A) the Total Credit Availability is less than zero, or (B) the L/C Obligations exceed the L/C Commitment. If on any date the L/C Obligations exceed the L/C Commitment, the Borrower shall immediately, without further notice or demand by the Issuing Lender, prepay the outstanding principal amount of the Revolving Loan Maturity DateCredit Loans by an amount equal to the applicable excess. Within the foregoing limits, and subject to the terms and conditions hereof and of the Letter of Credit Documents, if any, and such other terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.” (i) Section 2.16(c)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: (i) all or any part of the L/C Issuer may reasonably require, Obligations of such Defaulting Lender shall be reallocated among the L/C Issuer shall issue, and the non-Defaulting Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable accordance with their respective Ratable Shares but only to the L/C Issuer, for the purposes hereinafter set forth; provided extent that (ix) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (iiA) the aggregate principal amount of the Revolving LoansCredit Loans outstanding at such time, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into plus (B) the L/C Cash Collateral Account an amount equal to Obligations outstanding at such time does not exceed the face amount total of all non- Defaulting Lenders’ Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date time;” (j) Section 3.05 of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement is hereby amended and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, restated in its entirety as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.follows:

Letter of Credit Subfacility. (a) Issuance. From As of the Restatement Closing Date until the Revolving Loan Maturity Date, subject each of the letters of credit issued by the Bank and outstanding on such date for the account of the Borrower, whether pursuant to the terms and conditions hereof and of the Original Credit Agreement or otherwise, and identified on Schedule 2.9(a) shall be deemed to be Letters of Credit issued hereunder and shall be subject to all of the terms and provisions of this Agreement. The Borrower is hereby deemed to be account party hereunder with respect to each letter of credit listed on Schedule 2.9(a) for all purposes thereunder and hereunder. With respect to each such outstanding letter of credit, for the period commencing on the Restatement Closing Date, the Borrower shall pay all fees and commissions set forth in this Agreement at the times and in the manner herein set forth. The obligations of the Borrower under each application for letter of credit and reimbursement agreement (together with any related amendments) executed by the Borrower with respect to the letters of credit shown on Schedule 2.9(a) are hereby expressly assumed, ratified and confirmed by the Borrower and each such application for letter of credit and reimbursement agreement, as amended, is hereby deemed an Application for Letter of Credit Documentshereunder. The existing reimbursement agreements shall be superseded in their entirety hereby which shall apply to existing letters of credit set forth on Schedule 2.9(a) as well as all Letters of Credit issued, if any, amended or extended hereunder on and such other terms after the date hereof. The parties hereto acknowledge that one or more of the Letters of Credit on Schedule 2.9(a) were issued in Cdn. Dollars and conditions which currency fluctuations in the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, U.S. Dollar equivalents for such Letters of Credit as may give rise to payments of Excess Amounts from time to time pursuant to Section 2.12. (b) At the Borrower may request for its benefit of the Borrower, the Bank will issue one or more extensions of the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter Letters of Credit Obligations shall not exceed the Letter of Credit Commitment at any timeidentified on Schedule 2.9(a); provided, and (ii) the aggregate principal amount of the Revolving Loanshowever, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No no Letter of Credit shall have an expiration expiry date later than the earlier of the Revolving Loan Maturity Date and one (1) year after from the date of issuance thereof; providedor fifteen (15) days prior to the Revolving Credit Termination Date, however, the Borrower may unless in connection with a request issuance or renewal for an extension of a Letter of Credit to with a proposed expiration date after the Revolving Loan Maturity Credit Termination Date ifthe Borrower shall offer to the Bank, and shall provide if such offer is accepted, cash collateral in an amount equal to 105% of the face amount of such extended Letter of Credit, and the Bank agrees in its sole discretion to accept such cash collateral, and the Borrower delivers such cash collateral to the Bank prior to the Bank's issuance of such extension of the applicable Letter of Credit; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued or deemed issued pursuant to this Section 2.9 exceed, at the time of such issuance any issuance, $3,000,000, or renewal(ii) the sum of aggregate outstanding principal balance of the Revolving Credit Loans, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount aggregate unpaid balance of such Letter of Credit. Each any Unreimbursed Letter of Credit shall require Draws and the aggregate Stated Amount of the Letters of Credit exceed, at any one time, the Revolving Credit Commitment. (c) The Borrower acknowledges that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit Fee (as defined in the Original Credit Agreement) is currently accruing at a rate of 3.75% per annum as calculated below. The Borrower shall comply with pay to the related Bank a fee (the "LETTER OF CREDIT FEE") equal to Applicable Letter of Credit DocumentsFee Rate per annum, all as determined below, on the aggregate daily (computed at the opening of business and on the basis of an assumed year of 360 and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee shall be payable (i) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement thereafter, (ii) on the Revolving Credit Termination Date or (iii) upon acceleration of the Revolving Credit Note. Any issuance of an amendment to extend the stated expiration date of each a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a Business Daynew Letter of Credit for purposes of calculation of Letter of Credit Fee due and payable hereunder. On The Borrower shall also pay to the date Bank, the Bank's customary documentation fees payable with respect to the Letters of Credit as the Bank may generally charge from time to time. After the occurrence of an Event of Default (which continues after the expiration of any cure period applicable thereto) and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate; the increase to be payable monthly during the continuation of the initial Advance hereunderEvent of Default, each outstanding letter regardless of credit issued under whether or not judgment has been entered with respect to such Event of Default. From and including the Existing Credit Agreement and described on Schedule 2.2 hereof (collectivelyRestatement Closing Date, for purposes of this Agreement, the term "Existing L/Cs") shall be deemed for all purposesApplicable Letter of Credit Rate" means, with respect to any Letters of Credit outstanding under this Agreement from and including the Restatement Closing Date, the percentage per annum determined in accordance with the following table, based on Co-Steel's ratio of Consolidated Total Net Debt to Normalized Consolidated EBITDA as of such date, without further action by any Person, to have been issued hereunder, and each such issuer at the end of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.preceding Co-Steel Fiscal Quarter falls:

Letter of Credit Subfacility. (a) Issuance. From As a subfacility under the Closing Date until the Revolving Loan Maturity DateLine of Credit, subject to the terms and conditions hereof and of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes acceptable to Lender (“Letters of Credit”); provided however, (i) that the aggregate Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall Usage will not exceed the Letter of Credit Commitment at any time, time exceed $2,000,000 and (ii) the aggregate principal amount Lender shall have determined that there is Availability for any such Letter of the Revolving Loans, Swing Line Advances Credit. The form and substance of each Letter of Credit Obligations will be subject to approval by Lender, in its sole discretion, and Borrowers shall not exceed the lesser execute and deliver such additional letter of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date credit agreements, applications and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of other documents required by Lender as a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal condition to the face amount issuance of such any Letter of Credit. Each Letter of Credit shall require will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that all draws thereon must be presented to the L/C Bank by the no Letter of Credit will have an expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institutionafter the Maturity Date. Each Letter of Credit shall comply with will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a Letter of Credit Documentswill be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date such drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of interest applicable to Advances under the Line of Credit. The issuance date In such event Borrowers agree that Lender may debit any account maintained by any of each the Borrowers with Lender for the amount of any such drawing. “Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposesUsage” means, as of such any date, without further action by any Person, to have been issued hereunderthe sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit, and each such issuer (ii) the aggregate amount of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely outstanding reimbursement obligations with respect to, and until the termination, expiration to Letters of Credit which remain unreimbursed or replacement of, such Existing L/Cswhich have not been paid through a deemed Advance.

Letter of Credit Subfacility. The Borrower may request that the Bank, in lieu of cash advances, issue standby letters of credit (a) Issuanceindividually, a "Letter of Credit" and collectively the "Letters of Credit"). From the Closing Date until the Revolving Loan Maturity Date, subject to the terms and conditions hereof and of the Any Letter of Credit Documentsissued under the Line of Credit can be issued for up to one year and may have automatic renewal features. However, if any, at no time may any Letter of Credit have an expiration date later than one (1) year after the Expiration Date (the “Final LC Expiration Date”). The availability of advances under the Line of Credit shall be reduced by the face amount of each Letter of Credit issued and such other terms and conditions which the L/C Issuer may reasonably requireoutstanding (whether or not drawn). For purposes of this Agreement, the L/C Issuer “face amount” of any Letter of Credit shall issueinclude any automatic increases in face amount under the terms of such Letter of Credit, whether or not any such increase in face amount has become effective. Each payment by the Bank under a Letter of Credit shall in the Bank's discretion constitute an advance of principal under the Line of Credit and shall be evidenced by the Lenders shall participate in, such Line of Credit Note. The Letters of Credit as shall be governed by the terms of this Agreement and by one or more reimbursement agreements, in form and content satisfactory to the Bank, executed by the Borrower may in favor of the Bank, including that certain Reimbursement Agreement for Standby Letter(s) of Credit dated January 1, 2011, executed by the Borrower in favor of the Bank (collectively, the "Reimbursement Agreement"). Each request for its benefit or the benefit issuance of any Subsidiary as provided hereina Letter of Credit must be accompanied by the Borrower's execution of an application on the Bank's standard forms (each, an "Application"), together with all supporting documentation. Each Letter of Credit will be issued in the Bank's sole discretion and in a form acceptable to the L/C Issuer, for Bank. The Borrower shall pay the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of Bank's standard issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal to fee on the face amount of such Letter of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit upon issuance, together with such other customary fees, commissions and expenses therefor as shall be a Business Dayrequired by the Bank. On Notwithstanding anything herein to the date of the initial Advance hereundercontrary, each outstanding letter of credit issued under the Existing Letter of Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs"as hereinafter defined) shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunderpursuant hereto as a “Letter of Credit” hereunder and subject to and governed by the terms and conditions of this Agreement and the Reimbursement Agreement. For purposes hereof, and each such issuer “Existing Letter of Credit” shall mean that certain standby Letter of Credit Number 0020255400000 issued by the Bank for the account of the Existing L/Cs Borrower with a stated amount of $43,520,000.00 for the benefit of Zurich Amer. Ins. Co. (including any renewals, extensions, modifications or replacements thereof. This Agreement is not a pre-advice for the issuance of a letter of credit and is not irrevocable. In addition, the Borrower shall pay to the Bank a fee (the “Letter of Credit Commission”), calculated daily (on the basis of a year of 360 days), on the amount available to be drawn at such time under all Letters of Credit issued under the Loan (including any amounts drawn thereunder and not reimbursed, regardless of the existence or satisfaction of any conditions or limitations on drawing) each day at a rate of seventy-five (75) basis points (0.75%) per annum. The Letter of Credit Commission shall be deemed to payable quarterly on the first day of each quarter and on the Final LC Expiration Date. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, the Letter of Credit Commission, as calculated above, shall be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Csincreased by (200) basis points (2%) per annum.

Letter of Credit Subfacility. (a) Issuance. From As of the Restatement Closing Date until the Revolving Loan Maturity Date, subject each of the letters of credit issued by the Bank and outstanding on such date for the account of the Borrower, whether pursuant to the terms and conditions hereof and of the Original Credit Agreement or otherwise, and identified on Schedule 2.9(a) shall be deemed to be Letters of Credit issued hereunder and shall be subject to all of the terms and provisions of this Agreement. The Borrower is hereby deemed to be account party hereunder with respect to each letter of credit listed on Schedule 2.9(a) for all purposes thereunder and hereunder. With respect to each such outstanding letter of credit, for the period commencing on the Restatement Closing Date, the Borrower shall pay all fees and commissions set forth in this Agreement at the times and in the manner herein set forth. The obligations of the Borrower under each application for letter of credit and reimbursement agreement (together with any related amendments) executed by the Borrower with respect to the letters of credit shown on Schedule 2.9(a) are hereby expressly assumed, ratified and confirmed by the Borrower and each such application for letter of credit and reimbursement agreement, as amended, is hereby deemed an Application for Letter of Credit Documentshereunder. The existing reimbursement agreement shall be superseded in their entirety hereby which shall apply to existing letters of credit set forth on Schedule 2.9(a) as well as all Letters of Credit issued, if any, amended or extended hereunder on and such other terms after the date hereof. The parties hereto acknowledge that one or more of the Letters of Credit on Schedule 2.9(a) were issued in Cdn. Dollars and conditions which currency fluctuations in the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, U.S. Dollar equivalents for such Letters of Credit as may give rise to payments of Excess Amounts from time to time pursuant to Section 2.12. (b) At the Borrower may request for its benefit of the Borrower, the Bank will issue one or more extensions of the benefit Letters of any Subsidiary as provided hereinCredit identified on Schedule 2.9(a); provided, in a form acceptable to the L/C Issuerhowever, for the purposes hereinafter set forth; provided that (i) the aggregate amount of no Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit - 39 - shall have an expiration expiry date later than the earlier of the Revolving Loan Maturity Date and one (1) year after from the date of issuance thereof; providedor fifteen (15) days prior to the Revolving Credit Termination Date, however, the Borrower may unless in connection with a request issuance or renewal for an extension of a Letter of Credit to with a proposed expiration date after the Revolving Loan Maturity Credit Termination Date ifthe Borrower shall offer to the Bank, and shall provide if such offer is accepted, cash collateral in an amount equal to 105% of the face amount of such extended Letter of Credit, and the Bank agrees in its sole discretion to accept such cash collateral, and the Borrower delivers such cash collateral to the Bank prior to the Bank's issuance of such extension of the applicable Letter of Credit; and provided, further, however, that in no event shall (i) the Stated Amount of the Letters of Credit issued or deemed issued pursuant to this Section 2.9 exceed, at the time of such issuance any issuance, $3,000,000, or renewal(ii) the sum of aggregate outstanding principal balance of the Revolving Credit Loans, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount aggregate unpaid balance of such Letter of Credit. Each any Unreimbursed Letter of Credit shall require Draws and the aggregate Stated Amount of the Letters of Credit exceed, at any one time, the Revolving Credit Commitment. (c) The Borrower acknowledges that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit Fee (as defined in the Original Credit Agreement) is currently accruing at a rate of 3.75% per annum as calculated below. The Borrower shall comply with pay to the related Bank a fee (the "LETTER OF CREDIT FEE") equal to Applicable Letter of Credit DocumentsFee Rate per annum, all as determined below, on the aggregate daily (computed at the opening of business and on the basis of an assumed year of 360 and actual days elapsed) Stated Amount of the outstanding Letters of Credit for the period in question. The Letter of Credit Fee shall be payable (i) quarterly in arrears on the last Business Day of each Fiscal Quarter occurring during the term of this Agreement thereafter, (ii) on the Revolving Credit Termination Date of (iii) upon acceleration of the Revolving Credit Note. Any issuance of an amendment to extend the stated expiration date of each a Letter of Credit or an amendment to increase the Stated Amount of a Letter of Credit shall be treated as an issuance of a Business Daynew Letter of Credit for purposes of calculation of Letter of Credit Fee due and payable hereunder. On The Borrower shall also pay to the Bank, the Bank's customary documentation fees payable with respect to the Letters of Credit as the Bank may generally charge from time to time. After the occurrence of an Event of Default (which continues after the expiration of any cure period applicable thereto) and during the continuation thereof, the rate at which the Letter of Credit Fee is calculated shall be increased by two hundred (200) basis points (2%) above the pre-default rate; the increase to be payable monthly during the continuation of the Event of Default, regardless of whether or not judgment has been entered with respect to such Event of Default. From and including the Restatement Closing Date, for purposes of this Agreement, the term "Applicable Letter of Credit Rate" means, with respect to any Letters of Credit outstanding under this Agreement from and including the Restatement Closing Date, the percentage per annum determinated in accordance with the following table, based on Co-Steel's ratio of Consolidated. Total Net Debt to Normalized Consolidated EBITDA as at the end of the preceding Co-Steel Fiscal Quarter falls: CONSOLIDATED TOTAL NET DEBT TO NORMALIZED APPLICABLE LETTER OF CONSOLIDATED EBITDA RATIO CREDIT FEE RATE ----------------------------------------- -------------------- Less than or equal to 3.0 to 1.0 2.00% Greater than 3.0 to 1.0 but less than or 3.00% equal to 4.0 to 1.0 Greater than 4.0 to 1.0 but less than or 3.75% equal to 5.0 to 1.0 Greater than 5.0 to 1.0 but less than or 4.25% equal to 7.5 to 1.0 Greater than 7.5 to 1.0 but less than or 4.5% equal to 10.0 to 1.0 Greater than 10.0 to 1.0 5.00% All adjustments shall be effective as of the date on which Co-Steel's quarterly financial statements and Co-Steel Compliance Certificates are delivered to the Bank pursuant to item (vii) of Section 4.2d hereof. Notwithstanding the initial Advance hereunderforegoing, each during the period from the Restatements Closing Date to and including the first date on which the Borrower delivers to the Bank the quarterly financial statements and the corresponding Co-Steel Compliance Certificate required by the Canadian Bank Credit Agreement of Co-Steel pursuant to Section 4.2d(vii) for the Co-Steel Fiscal Quarter ending March 31, 2002, the Applicable Letter of Credit Fee Rate shall be 5.00%. Any accrued and unpaid Letter of Credit Fees (as defined in the Original Credit Agreement) outstanding letter of credit issued on the Restatement Closing Date under the Existing Original Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, due and each such issuer of payable on the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/CsRestatement Closing Date.

Letter of Credit Subfacility. (ai) IssuanceEach of the Existing Letters of Credit shall be deemed issued and outstanding hereunder and deemed to have been issued pursuant to the Class A Funding Requirements of each Class A Lender. From None of the Closing Date until Class B Lenders nor the Revolving Loan Maturity DateClass C Lenders shall, subject in their capacities as such, have any continuing liability in respect of the Existing Letters of Credit, nor any obligation to participate in Letters of Credit which are hereafter issued. Each Class A Lender shall, in its capacities as such, continue to be obligated in respect of each Existing Letter of Credit, and shall be deemed to have purchased a ratable participation, in accordance with its Class A Funding Requirement, in each Existing Letter of Credit. (ii) Subject to the terms and conditions hereof and of this Agreement (including Section 8.3), Borrower or any Co-Borrower may request from time to time during the period from the Restatement Effective Date through the day prior to the Letter of Credit DocumentsExpiration Date that the Issuing Lender, if anyin reliance upon the agreements of the other Lenders set forth in this Section 2.6, issue Letters of Credit in Dollars or in one or more Alternative Currencies for the account of Borrower or the relevant Co-Borrower, and each Issuing Lender agrees to issue for the account of Borrower or the relevant Co-Borrower one or more Letters of Credit in Dollars or in one or more Alternative Currencies and to amend Letters of Credit previously issued by it in accordance with clause (b) below; provided that (A) Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit if, after giving effect to such other terms and conditions which the L/C Issuer may reasonably requireissuance, the L/C Issuer aggregate outstanding principal amount of the Class A Revolving Obligations exceeds the Aggregate Class A Funding Requirements; (B) in no event shall issueany Issuing Lender issue any Letter of Credit having an expiration date after the Maturity Date unless and until the Extension Date has occurred; (C) Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the lesser of (A) any limit established by Law after the Restatement Effective Date on the Issuing Lender’s ability to issue the requested Letter of Credit or (B) $250,000,000; and (D) prior to the issuance of any Letter of Credit the Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the Lenders Administrative Agent to that effect. Letters of Credit may be denominated in Dollars or in an Alternative Currency as requested by Borrower (the currency shall participate inbe deemed to be Dollars unless specifically requested by Borrower); provided that in respect of any Letter of Credit issued in an Alternative Currency, (A) the Administrative Agent shall be entitled to xxxx to market the exposure associated with such Letters of Credit at such time intervals, and using such methods, as the Borrower Administrative Agent may request for determine in its benefit or discretion, and (B) all fees payable in respect of such Letters of Credit shall continue to be payable in Dollars. Notwithstanding the benefit of foregoing, the Issuing Lender shall not be obligated to issue any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed if: (A) on or prior to the Letter of Credit Commitment at Business Day immediately preceding the issuance thereof any time, and (ii) Class A Lender has notified the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base Administrative Agent or the aggregate Revolving Commitments Issuing Lender in effect at any time. No Letter of Credit shall writing that the conditions set forth in Section 8.3 have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal not been satisfied with respect to the face amount issuance of such Letter of Credit. Each ; (B) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall require that all draws thereon must be presented to impose upon the L/C Bank by the expiration date therefor, regardless of whether presented prior Issuing Lender with respect to such date to any correspondent bank or other institution. Each Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender are not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall comply with impose upon the related Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the Issuing Lender in good xxxxx xxxxx material to it; (C) the issuance of such Letter of Credit Documents. The would violate one or more policies of the Issuing Lender; (D) the Issuing Lender does not as of the issuance date of each such requested Letter of Credit shall be a Business Day. On issue Letters of Credit in the requested currency; (E) the expiry date of such requested Letter of Credit would occur after the initial Advance hereunderLetter of Credit Expiration Date, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for unless all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed Lenders have approved such expiry date; or (F) a default of any Lender’s obligations to be fund under Section 2.6(c) or any other provision of this Agreement exists or any Lender is at such time an "L/C Issuer" hereunder for all purposes but solely Impacted Lender, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with Borrower or such Lender to eliminate such Issuing Lender’s risk with respect to, and until the termination, expiration or replacement of, to such Existing L/CsLender.

Letter of Credit Subfacility. (a) Issuance. From The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, (1) from time to time on any Business Day during the period from the Closing Date until the Revolving Loan Maturity Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower; provided that the Issuing Lender shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the sum of the Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding would exceed the Revolving Committed Amount, (y) with regard to any Lender individually, such Lender's Revolving Commitment Percentage of the sum of the Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding would exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount or (z) the amount of LOC Obligations outstanding would exceed the LOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The Issuing Lender shall be under no 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 Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it; (B) xxxxxxx xx Section 2.2(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit DocumentsExpiration Date, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and unless all the Lenders shall participate in, have approved such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forthexpiry date; provided that or (iD) the aggregate amount of such Letter of Credit Obligations is to be used for a purpose other than is permitted by Section 7.9 or denominated in a currency other than Dollars. (iii) The Issuing Lender shall not exceed the be under no obligation to amend any Letter of Credit Commitment at any time, and if (iiA) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Issuing Lender would have no obligation at such time to issue such Letter of Credit Obligations shall not exceed in its amended form under the lesser of terms hereof, or (B) the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal to the face amount beneficiary of such Letter of Credit. Each Credit does not accept the proposed amendment to such Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/CsCredit.

Letter of Credit Subfacility. (a) Issuance. From As a subfacility under the Closing Date until the Revolving Loan Maturity DateLine of Credit, subject to the terms and conditions hereof and of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes reasonably acceptable to Lender (“Letters of Credit”); provided however, (i) that the aggregate Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall Usage will not exceed the Letter of Credit Commitment at any time, time exceed $500,000 and (ii) the aggregate principal amount Lender shall have determined that there is Availability for any such Letter of the Revolving Loans, Swing Line Advances Credit. The form and substance of each Letter of Credit Obligations will be subject to approval by Lender, in its reasonable discretion, and Borrowers shall not exceed the lesser execute and deliver such additional letter of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date credit agreements, applications and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of other documents required by Lender as a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal condition to the face amount issuance of such any Letter of Credit. Each Letter of Credit shall require will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that all draws thereon must be presented to the L/C Bank by the no Letter of Credit will have an expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institutionafter the Maturity Date. Each Letter of Credit shall comply with will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a Letter of Credit Documentswill be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date such drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of interest applicable to Advances under the Line of Credit. The issuance date In such event Borrowers agree that Lender may debit any account maintained by any of each the Borrowers with Lender for the amount of any such drawing. “Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposesUsage” means, as of such any date, without further action by any Person, to have been issued hereunderthe sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit, and each such issuer (ii) the aggregate amount of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely outstanding reimbursement obligations with respect to, and until the termination, expiration to Letters of Credit which remain unreimbursed or replacement of, such Existing L/Cswhich have not been paid through a deemed Advance.

Letter of Credit Subfacility. (a) Issuance. From At the Closing Date until request of NovaCare as agent for the Revolving Loan Maturity DateBorrowers, subject to the Agent will issue, on the terms and conditions hereof and hereinafter set forth, standby letters of the credit on behalf of any Borrower (collectively, "Letters of Credit"); provided, however, that each Letter of Credit Documentsshall have a maximum maturity of twelve (12) months from the date of issuance and shall in no event expire later than one Business Day prior to the Expiration Date; provided, if anyfurther, however, that in no event shall (i) the aggregate undrawn face amount of the Letters of Credit issued to all of the Borrowers pursuant to this Section 2.09 exceed, at any one time, $15,000,000; or (ii) the aggregate outstanding principal balance of the Revolving Credit Loans made to the Borrowers pursuant to Section 2.01 and the aggregate undrawn face amount of the Letters of Credit issued by the Agent under this Section 2.09 exceed, at any one time, the Revolving Credit Commitments. Schedule 2.09 hereto lists letters of credit issued by PNC Bank prior to the date hereof and which shall remain outstanding on and after the Closing Date (the "Existing Letters of Credit"). Each of the Existing Letters of Credit shall be a Letter of Credit hereunder on and after the Closing Date and the provisions of this Section 2.09 shall apply to such Existing Letter of Credit. (b) The Borrowers shall pay (i) to the Agent for the ratable account of the Banks a fee (the "Letter of Credit Fee") equal to the Applicable Percentage Over Euro-Rate which is then in effect, and such other terms (ii) to the Agent for its own account a fronting fee equal to 1/16% per annum, which fees shall be computed on the face amount of each Letter of Credit and conditions which shall be payable quarterly in arrears commencing with the L/C Issuer may reasonably requirefirst Business Day of each July, October, January and April following issuance of each Letter of Credit and on the L/C Issuer expiration date for each Letter of Credit. The Borrowers shall issue, and also pay to the Lenders shall participate in, such Agent the Agent's then in effect customary documentation fee payable with respect to the Letters of Credit as the Borrower Agent may request for its benefit or generally charge from time to time. (c) Any and all amounts which the benefit of any Subsidiary as provided herein, in a form acceptable Agent is required to advance pursuant to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment at any time, and (ii) the aggregate principal amount of the Revolving Loans, Swing Line Advances and Letter of Credit Obligations shall not exceed the lesser of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter Letters of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit to a date after the Revolving Loan Maturity Date ifbecome, at the time the amounts are advanced, Revolving Credit Loans from the Banks and shall bear interest initially at the Base Rate and thereafter at the rate set forth in, and in accordance with the provisions contained in, Section 4.01. The Agent will promptly notify the Banks of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal required to be advanced pursuant to the face amount of such Letter Letters of Credit. Each Letter of Credit shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institution. Each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance date of each Letter of Credit shall be a Business Day. On Before 10:00 A.M. (Pittsburgh time) on the date of any advance the initial Advance hereunderAgent is required to make pursuant to the Letters of Credit, each outstanding letter Bank shall make available such Bank's Ratable Share of credit issued under such advance in immediately available funds to the Existing Agent. (d) The Borrowers, jointly and severally, agree to be bound by the terms of the Agent's application and/or agreement for Letters of Credit Agreement and described on Schedule 2.2 hereof (collectivelythe Agent's written regulations and customary practices relating to Letters of Credit, though such interpretation may be different from the Borrowers' own, and it is understood and agreed that, except in the case of gross negligence or willful misconduct, the "Existing L/Cs") Agent shall not be deemed liable for all purposesany error, as negligence and/or mistakes, whether of such dateomission or commission, without further action by in following the Borrowers' instructions or those contained in the Letters of Credit or any Personmodifications, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely with respect to, and until the termination, expiration amendments or replacement of, such Existing L/Cssupplements thereto.

Letter of Credit Subfacility. (a) Issuance. From As a subfacility under the Closing Date until the Revolving Loan Maturity DateLine of Credit, subject to the terms and conditions hereof and of this Agreement, Lender agrees during the term of this Agreement to issue or cause an Affiliate to issue letters of credit for the account of one or more Borrowers for purposes reasonably acceptable to Lender ("Letters of Credit"); provided however, (i) that the aggregate Letter of Credit Documents, if any, and such other terms and conditions which the L/C Issuer may reasonably require, the L/C Issuer shall issue, and the Lenders shall participate in, such Letters of Credit as the Borrower may request for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the L/C Issuer, for the purposes hereinafter set forth; provided that (i) the aggregate amount of Letter of Credit Obligations shall Usage will not exceed the Letter of Credit Commitment at any time, time exceed $1,000,000 and (ii) the aggregate principal amount Lender shall have determined that there is Availability for any such Letter of the Revolving Loans, Swing Line Advances Credit. The form and substance of each Letter of Credit Obligations will be subject to approval by Lender, in its reasonable discretion, and Borrowers shall not exceed the lesser execute and deliver such additional letter of the Borrowing Base or the aggregate Revolving Commitments in effect at any time. No Letter of Credit shall have an expiration date later than the earlier of the Revolving Loan Maturity Date credit agreements, applications and one year after the date of issuance thereof; provided, however, the Borrower may request issuance or renewal of other documents required by Lender as a Letter of Credit to a date after the Revolving Loan Maturity Date if, at the time of such issuance or renewal, the Borrower deposits into the L/C Cash Collateral Account an amount equal condition to the face amount issuance of such any Letter of Credit. Each Letter of Credit shall require will be issued for a term not to exceed 365 days, as designated by any Borrower; provided that all draws thereon must be presented to the L/C Bank by the no Letter of Credit will have an expiration date therefor, regardless of whether presented prior to such date to any correspondent bank or other institutionafter the Maturity Date. Each Letter of Credit shall comply with will be issued under, and subject to, the additional terms and conditions of the letter of credit agreements, applications and any related documents required by Lender. Each drawing paid under a Letter of Credit Documentswill be deemed an Advance under the Line of Credit and will be repaid by Borrowers in accordance with the terms and conditions of this Agreement applicable to such Advances; provided however, that if Advances under the Line of Credit are not available for any reason at the time any drawing is paid by Lender, then Borrowers will immediately pay to Lender the full amount drawn, together with interest on such amount from the date such drawing is paid to the date such amount is fully repaid by Borrowers, at the rate of interest applicable to Advances under the Line of Credit. The issuance date In such event Borrowers agree that Lender may debit any account maintained by any of each the Borrowers with Lender for the amount of any such drawing. "Letter of Credit shall be a Business Day. On the date of the initial Advance hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the "Existing L/Cs") shall be deemed for all purposesUsage" means, as of such any date, without further action by any Person, to have been issued hereunderthe sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit, and each such issuer (ii) the aggregate amount of the Existing L/Cs shall be deemed to be an "L/C Issuer" hereunder for all purposes but solely outstanding reimbursement obligations with respect to, and until the termination, expiration to Letters of Credit which remain unreimbursed or replacement of, such Existing L/Cswhich have not been paid through a deemed Advance.