Common use of Letter of Credit Subfacility Clause in Contracts

Letter of Credit Subfacility. (a) The Borrower may request the issuance of a Letter of Credit by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Lender) in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollars. Subject to the terms and conditions hereof, the Lender will issue each such Letter of Credit requested by the Borrower, provided, that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than 364 days following the Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (x) $500,000, or (y) the Commitment minus the amount of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) a fee (the “Letter of Credit Fee”) in an amount equal to the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination Date. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Letters of Credit issued by the Lender as the Lender may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s own. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the Borrower.

Letter of Credit Subfacility. (a) The Borrower may request the issuance of a Letter of Credit by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Lender) in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in DollarsU. Issuance. Subject to the terms and conditions hereofhereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender will issue each such Letter may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit requested by for the Borrower, account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that each (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (A) have a maximum maturity of an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit (Bother than the Existing Letters of Credit) in no event expire later may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than 364 days following twelve (12) months from the Termination Datedate of extension; provided, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (x) $500,000, or (y) the Commitment minus the amount of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretionas originally issued or as extended, shall be available upon written request from have an expiry date extending beyond the Borrower to the Lender at least date that is thirty (30) days (or such other time period as agreed by prior to the Borrower and the Lender) before the date upon which notice of renewal is otherwise requiredRevolving Commitment Termination Date. Each standby Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) a fee (the “Letter of Credit Fee”) in an amount equal to the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination DateDay. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Any Letters of Credit issued by the Lender as the Lender may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees hereunder shall be nonrefundable under all circumstances. (i) in a minimum original face amount of $100,000. The Borrower agrees to reimburse the Lender Borrower’s reimbursement obligations in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Existing Letter of Credit, except for errors or omissions caused by the and each Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or participation obligations in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconducttherewith, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound governed by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s ownthis Credit Agreement. It is understood and agreed that, except Notwithstanding any term in this Credit Agreement or in the case of gross negligence or willful misconductLOC Documents to the contrary, the Lender Existing Letters of Credit shall not be liable for any error, negligence and/or mistakes, whether of omission renewed or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes extended beyond the control of applicable expiration dates in effect on the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the BorrowerClosing Date.

Letter of Credit Subfacility. (a) The Borrower may request the issuance of a Letter of Credit by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Lender) in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in DollarsIssuance. Subject to the terms and conditions hereofhereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender will issue each such Letter may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit requested by for the Borrower, account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that each (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall (A) have a maximum maturity of an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit (Bother than the Existing Letters of Credit) in no event expire later may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than 364 days following twelve (12) months from the Termination Datedate of extension; provided, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (x) $500,000, or (y) the Commitment minus the amount of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretionas originally issued or as extended, shall be available upon written request from have an expiry date extending beyond the Borrower to the Lender at least date that is thirty (30) days (or such other time period as agreed by prior to the Borrower and the Lender) before the date upon which notice of renewal is otherwise requiredRevolving Commitment Termination Date. Each standby Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) a fee (the “Letter of Credit Fee”) in an amount equal to the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination DateDay. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Any Letters of Credit issued by the Lender as the Lender may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees hereunder shall be nonrefundable under all circumstances. (i) in a minimum original face amount of $100,000. The Borrower agrees to reimburse the Lender Borrower’s reimbursement obligations in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Existing Letter of Credit, except for errors or omissions caused by the and each Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or participation obligations in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconducttherewith, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound governed by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s ownthis Credit Agreement. It is understood and agreed that, except Notwithstanding any term in this Credit Agreement or in the case of gross negligence or willful misconductLOC Documents to the contrary, the Lender Existing Letters of Credit shall not be liable for any error, negligence and/or mistakes, whether of omission renewed or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes extended beyond the control of applicable expiration dates in effect on the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the BorrowerClosing Date.

Letter of Credit Subfacility. (a) The Borrower may At the request the issuance of a Letter of Credit by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Lender) in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollars. Subject to Borrower, the Agent will issue, on the terms and conditions hereofhereinafter set forth, the Lender will issue each such Letter standby letters of Credit requested by the Borrowercredit (collectively, "Letters of Credit"); provided, however, that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, issuance and (B) shall in no event expire later than 364 days following one (1) Business Day prior to the Termination Expiration Date; provided, and provided further, however, that in no event shall (i) the aggregate undrawn face amount of the Letter Letters of Credit Obligations issued pursuant to this Section 2.09 exceed, at any one time exceed the lesser of (x) time, $500,000, 10,000,000; or (yii) the Commitment minus aggregate outstanding principal balance of the Revolving Credit Loans made to the Borrower pursuant to Section 2.01 and the aggregate undrawn face amount of the outstanding Revolver Loans. The Lender shall not Letters of Credit issued by the Agent under this Section 2.09 exceed, at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6one time, the Lender Revolving Credit Commitments. Schedule 2.09(a) hereto lists letters of credit which PNC Bank issued for the accounts of certain of the Loan Parties prior to the date hereof pursuant to the Prior Credit Agreement and which shall remain outstanding after the Borrower hereby agree that Closing Date (the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such "Existing Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required"). Each standby Existing Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or hereunder on and after the International Standby Practices (ISP98 International Chamber Closing Date and the provisions of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade this Section 2.09 shall apply to such Existing Letter of Credit. (Schedule 2.09(a) also lists all amounts of Loans, interest and expenses outstanding under the Prior Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principlesAgreement.) (b) The Borrower shall pay in Dollars to the Lender (i) Agent for the ratable account of the Banks a fee (the “"Letter of Credit Fee”") in an amount equal to the Letter of Credit Fee Rate applicable interest rate per annum then in effect from time for Revolving Credit Loans which are subject to time multiplied by the daily average undrawn stated Euro-Rate Option less the Euro-Rate, which fee shall be computed on the face amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last first Business Day of each MarchApril, JuneJuly, September October and December January following the Closing Date issuance of each Letter of Credit and on the Termination Dateexpiration date for each Letter of Credit. The Borrower shall also pay to the Lender in Dollars Agent the Lender’s Agent's then in effect customary fees and administrative expenses documentation fee payable with respect to the Letters of Credit issued by the Lender as the Lender Agent may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstancestime. (ic) The Borrower agrees Any and all amounts which the Agent is required to reimburse advance pursuant to the Lender in respect of a Letter Letters of Credit issued by shall become, at the Lender on each date on which a draft presented under such Letter time the amounts are advanced, Revolving Credit Loans from the Banks and shall thereafter bear interest at the rate set forth in, and in accordance with the provisions contained in, Section 4.01. The Agent will notify the Banks of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall required to be made advanced pursuant to the Lender in Dollars Letters of Credit. Before 10:00 A.M. (Pittsburgh time) on the date of any advance the Agent is required to make pursuant to the Letters of Credit, each Bank shall make available such Bank's Ratable Share of such advance in immediately available fundsfunds to the Agent. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (gd) The Borrower agrees to be bound by the terms of each Application the Agent's application and/or agreement for Letters of Credit and the Lender’s Agent's written regulations and customary practices relating to letters Letters of creditCredit, though such interpretations interpretation may be different from the Borrower’s 's own. It , and it is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s 's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the Borrower.

Letter of Credit Subfacility. (a) The A Borrower may request the issuance of a letter of credit (each a “Letter of Credit Credit”) on behalf of itself or another Borrower by delivering to the Lender Agent a completed Application application and agreement for letters letter of credit in such form and with such other certificates, documents and information as the Lender Agent may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five three (53) Business Days (Days, or such shorter period as may be agreed to by the Lender) Agent, in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollarsa Standby Letter of Credit. Subject to the terms and conditions hereofhereof and in reliance on the agreements of the other Banks set forth in this Section 2.15, the Lender Agent will issue each such a Letter of Credit requested by the Borrower, provided, provided that each Letter of Credit shall (Ai) have a maximum maturity of twelve (12) months from the date of issuanceissuance (provided, however, that any such Letter of Credit may be renewable annually thereafter subject to Section 2.15(a)(ii) hereof), and (Bii) in no event expire later than 364 days following five Business Days prior to the Commitment Termination Date, Date and provided further, providing that in no event shall (ix) the amount of the Letter of Credit Obligations Outstandings exceed, at any one time exceed the lesser of (x) time, $500,000, 35,000,000.00 or (y) the Commitment minus Facility Usage exceed, at any one time, the amount aggregate Commitments of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date Banks then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower Immediately upon the issuance of each Letter of Credit, each Bank shall pay be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agent a participation in Dollars to the Lender (i) a fee (the “such Letter of Credit Feeand each drawing thereunder in an amount equal to such Bank’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (c) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Agent will promptly notify the Borrowers. The Borrowers shall, jointly and severally, reimburse (such obligation to reimburse the Agent shall sometimes be referred to as a “Reimbursement Obligation”) the Agent prior to 12:00 noon, Philadelphia time on each date that an amount is paid by the Agent under any Letter of Credit (each such date, an “Drawing Date”) in an amount equal to the amount so paid by the Agent. In the event the Borrowers fail to reimburse the Agent for the full amount of any drawing under any Letter of Credit Fee by 11:00 a.m., Philadelphia time, on the Drawing Date, the Agent will promptly notify each Bank thereof, and the Borrowers shall be deemed to have requested that an ABR Loan be made by the Banks pursuant to Section 2.1 hereof in the full amount of the Reimbursement Obligation then outstanding, to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the aggregate Commitments of the Banks then in effect and subject to the conditions set forth in Section 4.2 hereof other than any notice requirements. Any notice given by the Agent pursuant to this Section 2.15(c) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (d) Each Bank shall upon any notice pursuant to Section 2.15(c) make available to the Agent an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.15(e)) each be deemed to have made an ABR Loan to the Borrowers in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent the amount of such Bank’s Ratable Share of such drawing by 2:00 p.m., Philadelphia time on the Drawing Date, then interest shall accrue on such Bank’s obligation to make such payment, from the Drawing Date to the date on which such Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time multiplied by during such period. The Agent will promptly give notice of the daily average undrawn stated amount occurrence of each outstanding Letter the Drawing Date, but failure of Credit and (ii) a fronting fee equal the Agent to .25% per annum give any such notice on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed Drawing Date or in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination Date. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Letters of Credit issued by the Lender as the Lender may generally charge or incur from sufficient time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees enable any Bank to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each effect such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the such date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and relieve such Bank from its obligation under this Section 2.15(d) (other than interest during the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall period it was not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary aware of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrowerdrawing). (e) If With respect to any draft Reimbursement Obligation that is not converted into an ABR Loan to the Borrowers in whole or in part as contemplated by Section 2.15(c) because of the Borrowers’ failure to satisfy the conditions set forth in Section 4.2 (other than any notice requirements) or for any other reason, the Borrowers shall be presented for deemed to have incurred from the Agent a Letter of Credit Borrowing in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the ABR Loans or, if applicable, the Default Rate. Each Bank’s payment to the Lender Agent pursuant to Section 2.15(d) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Participation Advance from such Bank in satisfaction of its participation obligation under this Section 2.15. (f) Upon (and only upon) receipt by the Agent for its account of immediately available funds from the Borrowers (i) in reimbursement of any payment made by the Agent under the Letter of Credit with respect to which any Bank has made a Participation Advance to the Agent, or (ii) in payment of interest on such a payment made by the Agent under such a Letter of Credit, the Lender Agent will pay to each Bank, in the same funds as those received by the Agent, the amount of such Bank’s Ratable Share of such funds, except the Agent shall promptly notify retain the Borrower amount of the date and amount thereof. The responsibility Ratable Share of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision funds of any Application related to any Letter Bank that did not make a Participation Advance in respect of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall applysuch payment by Agent. (g) The If the Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Borrower to the Agent pursuant to Section 2.15(f) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Bank shall, on demand of the Agent, forthwith return to the Agent the amount of its Ratable Share of any amounts so returned by the Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Bank to the Agent, at a rate per annum equal to the Federal Funds Rate in effect from time to time. (h) Each Borrower agrees to be bound by the terms of each Application the Agent’s application and agreement for letters of credit and the LenderAgent’s written regulations and customary practices relating to letters of credit, though such interpretations interpretation may be different from the such Borrower’s own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (hi) The obligations In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. (j) Each Bank’s obligation in accordance with this Agreement to make the ABR Loans or Participation Advances, as contemplated by this Section 2.15, as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower Borrowers to reimburse the Lender Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstancesirrevocable, and shall be performed strictly in accordance with the terms of this Section 2.6 2.15 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of an ABR Loan hereunder, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under this Section 2.15; (iii) any lack of validity or enforceability of any Letter of Credit; (iiiv) the existence of any claim, set-off, defense or other right which the any Borrower or the Lender any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) ), the Agent or any Bank or any other PersonPerson or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the any Borrower or Subsidiaries of a Borrower and the beneficiary for which any Letter of Credit was procured); (iiiv) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;respect even if the Agent has been notified thereof, (ivvi) payment by the Lender Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vvii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the any Borrower or Subsidiaries of a Borrower; (viviii) any breach of this Agreement or any other Loan Document by the Borrowerany party thereto; (viiix) the occurrence or continuance of an insolvency proceeding Insolvency Proceeding with respect to the any Borrower; (viiix) the fact that an Event of Default or a Default shall have occurred and be continuing; (ixxi) the fact that the Commitment Termination Date shall have passed or this Agreement or the Commitment Commitments hereunder shall have been terminated; and (xxii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; provided that each Bank’s obligation to make ABR Loans under this Section 2.15 is subject to the conditions set forth in Section 4.2. (ik) In addition to amounts payable as provided in Section 8.5Article 10 hereof, the Borrower hereby agrees Borrowers hereby, jointly and severally, agree to protect, indemnify, pay and save harmless the Lender Agent and the Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Lender Agent or the Banks may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender Agent as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender Agent of a proper demand for payment made under any Letter of CreditCredit (except upon the request of the Borrowers), or (ii) the failure of the Lender Agent to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (ji) As between the any Borrower and the LenderAgent, the such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender Agent shall not be responsible for: (iA) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forgedforged (even if the Agent shall have been notified thereof); (iiB) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the any Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any such transferee; (ivD) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimilecable, cabletelegraph, telex or otherwise, whether or not they be in cipher; (vE) errors in interpretation of technical terms; (viF) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (viiG) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viiiH) any consequences arising from causes beyond the control of the LenderAgent, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the LenderAgent’s rights or powers hereunder. . (ii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create put the Agent under any resulting liability of the Lender to the BorrowerBorrowers or any Bank.

Letter of Credit Subfacility. (a) The Borrower may At the request of Integra as agent for the issuance of a Letter of Credit by delivering to Borrowers, the Lender a completed Application and agreement for letters of credit in such form and with such other certificatesBank will issue, documents and information as the Lender may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (or such shorter period as may be agreed to by the Lender) in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollars. Subject to on the terms and conditions hereofhereinafter set forth, the Lender will issue each such Letter standby letters of Credit requested by the Borrowercredit on behalf of any Borrower (collectively, "Letters of Credit"); provided, however, that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, issuance and (B) shall in no event expire later than 364 days following one Business Day prior to the Termination Expiration Date; provided, and provided further, however, that in no event shall (i) the aggregate undrawn face amount of the Letter Letters of Credit Obligations issued to all of the Borrowers pursuant to this Section 2.9 exceed, at any one time exceed the lesser of (x) time, $500,000, 1,000,000; or (y) the Commitment minus the amount of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal the aggregate outstanding principal balance of such the Revolving Credit Loans made to the Borrowers pursuant to Section 2.1 plus the Letters of Credit, Credit Outstandings exceed at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewithany one time, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principlesRevolving Credit Commitment. (b) The Borrower shall pay in Dollars to the Lender (i) to the Bank a fee (the “"Letter of Credit Fee”") in an amount equal to the Letter of Credit Fee Rate Applicable Margin which is in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit effect, and (ii) to the Bank a fronting fee equal to .251/8% per annum (computed on the basis of a year of 360 days and actual days elapsed), and the fees described in the preceding clauses (i) and (ii) shall be computed on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts Outstanding and shall be payable quarterly in arrears commencing with the last first Business Day of each MarchJanuary, JuneApril, September July and December October following the Closing Date issuance of each Letter of Credit and on the Termination Expiration Date. The Borrower shall also pay to the Lender in Dollars Bank the Lender’s Bank's then in effect customary fees and administrative expenses payable with respect to the Letters of Credit issued by the Lender as the Lender Bank may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter Letters of Credit. (fc) To Any and all amounts which the extent that any provision of any Application related Bank is required to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees advance pursuant to be bound by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s own. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modificationsshall become, amendments or supplements thereto. (h) The obligations of at the Borrower to reimburse time the Lender upon a draw under a Letter of Creditamounts are advanced, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the Borrower.Revolving

Letter of Credit Subfacility. Lender shall issue Letters of Credit for the account of Borrower from time to time upon request from the Closing Date to, but not including, the Maturity Date, subject to the following terms and conditions: (a1) The Borrower may the aggregate amount of LOC Obligations shall at no time exceed Ten Million and 00/100 Dollars ($10,000,000.00); (2) any request the issuance of for a Letter of Credit to be issued must be delivered and received by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no not later than 10:00 a.m., Philadelphia time, at least five (5) Business Days prior to the date that Borrower wishes to have the Letter of Credit issued; (or such shorter period as may be agreed to by the Lender3) in advance of the proposed date of issuance. Each no Letter of Credit shall be denominated have an original expiration date more than one year from the date of issuance or extending beyond the Maturity Date. If Borrower so requests in Dollars. Subject to the terms and conditions hereofany request for a Letter of Credit, the Lender will may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than one Business Day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit requested by the Borrower, is issued; provided, however, that the Lender shall not permit any such extension if the Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof; (4) the form of each Letter of Credit must be satisfactory to the Lender, in its sole and absolute discretion. At Lender’s option, Letters of Credit shall (A) have a maximum maturity be subject to The Uniform Customs and Practice for Documentary Credits, as published as of twelve (12) months from the date of issuanceissue by the International Chamber of Commerce (Publication No. 500 or the most recent publication, and the “UCP”); (B5) in no event expire later than 364 days following the Termination Date, and provided further, that in no event shall (i) the amount issuance of the Letter of Credit Obligations at any one time exceed shall not cause the lesser sum of (x) $500,000, or (yi) the Commitment minus LOC Obligations, plus (ii) the outstanding principal amount of the outstanding Revolver Loans. The Advances to exceed the Maximum Revolving Commitment Amount; (6) Lender shall not at any time be obligated required to issue any Letter of Credit hereunder if such issuance any circumstance exists that would conflict withentitle Lender not to honor a request for an Advance under the Revolving Loan; (7) Lender shall promptly notify Integral of any drawing under any Letter of Credit, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that shall immediately reimburse Lender for the amount of the drawing. The Borrower’s obligation to reimburse the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby drawing under a Letter of Credit shall be subject either absolute and unconditional, irrespective of any rights of set-off, counterclaim or defense to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) payment Borrower may claim or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by have against the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws beneficiary of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) a fee (the “Letter of Credit Fee”) in an amount equal to the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination Date. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Letters of Credit issued by the Lender as the Lender may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or Person; (z) any claims whatsoever 8) unless the Borrower makes reimbursement from another source on the day of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender drawing under any Letter of Credit, the Lender Borrower shall promptly notify be deemed to have requested an Advance under the Borrower Revolving Loan in the amount of the date drawing, and (i) Lender, subject to the terms and amount thereof. The responsibility conditions of this Agreement and the other Loan Documents, shall make such an Advance and apply the proceeds of the Advance to satisfy the Borrower’s obligation to reimburse Lender to for the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by amount drawn on the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents ; and (including each draftii) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s own. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, Advance shall be absoluterepayable, unconditional and irrevocable under any circumstanceswith interest, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects provisions of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminatedRevolving Note; and (x9) any other no Event of Default has occurred and remains uncured, and no event has occurred or circumstance or happening whatsoeverexists which, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance passage of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit time or the rights giving of notice or benefits thereunder or proceeds thereofboth, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure would constitute an Event of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the BorrowerDefault.

Letter of Credit Subfacility. (a) The Borrower may request the issuance of a letter of credit (each, a "Letter of Credit Credit") by delivering to the Lender Issuing Bank a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender Issuing Bank may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five (5) Business Days (Days, or such shorter period as may be agreed to by the Lender) Issuing Bank, in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollars. Subject to the terms and conditions hereofhereof and in reliance on the agreements of the other Banks set forth in this Section 2.8, the Lender Issuing Bank will issue each such a Letter of Credit requested by the BorrowerCredit, provided, that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, and (B) in no event expire later than 364 days following five (5) Business Day prior to the Termination Date, and provided further, that in no event shall (i) the amount of the Letter of Credit Obligations at any one time exceed the lesser of (x) $500,0005,000,000, or (y) the Commitment Commitments minus the Dollar Equivalent amount of the outstanding Revolver LoansLoans or (ii) the sum of the aggregate Dollar Equivalent amount of all Loans made by a Bank plus such Bank's share (based on its Commitment Percentage) of the amount of Loans and Letter of Credit Obligations then outstanding exceed its Commitment. The Lender Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender Issuing Bank or any Letter of Credit Participant to exceed, exceed any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6Section 2.8, the Lender Banks and the Borrower hereby agree that the Lender Issuing Bank may issue upon the Borrower’s 's request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following five (5) Business Days prior to the Termination Date then in effectDate, and (ii) renewal of such Letters of Credit, at the Lender’s Issuing Bank's discretion, shall be available upon written request from the Borrower to the Lender Issuing Bank at least thirty (30) days (or such other time period as agreed by the Borrower and the LenderAgent) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) to the Agent for the ratable account of the Banks a fee (the “"Letter of Credit Fee”") in an amount equal to computed at the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) to the Agent for the account of the Issuing Bank a fronting fee equal to .250.125% per annum annum, on the daily average undrawn stated amount of each outstanding Letter Letters of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each December, March, June, June and September and December following the Closing Date issuance of a Letter of Credit and on the Termination Date. The Borrower shall also pay to the Lender Agent in Dollars for the Lender’s sole account of the Issuing Bank, the Issuing Bank's then in effect customary fees and administrative expenses payable with respect to the Letters of Credit issued by the Lender as the Lender Issuing Bank may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters Letters of creditCredit. Once paid, all of the above fees shall be nonrefundable under all circumstances. The Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the Banks all fees and commissions received by the Agent for their respective accounts pursuant to this subsection. (i) The Borrower Issuing Bank irrevocably agrees to reimburse grant and hereby grants to each Letter of Credit Participant, and, to induce the Lender Issuing Bank to issue Letters of Credit hereunder, each Letter of Credit Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such Letter of Credit Participant's own account and risk, an undivided interest equal to such Letter of Credit Participant's Commitment Percentage in respect of a the Issuing Bank's obligations and rights under each Letter of Credit issued by the Lender on Issuing Bank hereunder and the amount of each date on which a draft presented under such paid by the Issuing Bank thereunder. Each Letter of Credit is paid by the Lender for the amount of (i) such draft so paid Participant unconditionally and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower irrevocably agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documentsIssuing Bank that, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any a draft shall be presented for payment to the Lender under any Letter of Credit, the Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Lender to the Borrower in connection with any draft presented for payment is paid under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed issued by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that Issuing Bank for which the documents (including each draft) delivered under such Letter of Credit Issuing Bank is not reimbursed in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound full by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s own. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstances, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions Participant shall pay to the Issuing Bank upon demand at the Issuing Bank's address for notices specified herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove amount equal to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; Participant's share (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the Borrower.based on its

Letter of Credit Subfacility. Lender shall issue Letters of Credit for the account of Borrower from time to time upon request from the Closing Date until the Ending Date, subject to the following terms and conditions: (a1) The Borrower may the aggregate amount of LOC Obligations shall at no time exceed Ten Million and 00/100 Dollars ($10,000,000.00); (2) any request the issuance of for a Letter of Credit to be issued must be delivered and received by delivering to the Lender a completed Application and agreement for letters of credit in such form and with such other certificates, documents and information as the Lender may specify from time to time by no not later than 10:00 a.m., Philadelphia time, at least five (5) Business Days business days prior to the date that Borrower wishes to have the Letter of Credit issued; (or such shorter period as may be agreed to by the Lender3) in advance of the proposed date of issuance. Each no Letter of Credit shall be denominated have an original expiration date more than one year from the date of issuance or extending beyond the Ending Date. If Borrower so requests in Dollars. Subject to the terms and conditions hereofany request for a Letter of Credit, the Lender will may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than one Business Day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit requested by the Borrower, is issued; provided, however, that the Lender shall not permit any such extension if the Lender has determined that it would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof. (4) the form of each Letter of Credit must be satisfactory to the Lender, in its sole judgment. At Lender's option, Letters of Credit shall (A) have a maximum maturity be subject to The Uniform Customs and Practice for Documentary Credits, as published as of twelve (12) months from the date of issuanceissue by the International Chamber of Commerce (Publication No. 500 or the most recent publication, and the “UCP”); (B5) in no event expire later than 364 days following the Termination Date, and provided further, that in no event shall (i) the amount issuance of the Letter of Credit Obligations at any one time shall not cause the sum of: (i) LOC Obligations; plus (ii) the principal amount outstanding under the Revolving Note to exceed the lesser of Maximum Revolving Commitment Amount; (x6) $500,000, or (y) the Commitment minus the amount of the outstanding Revolver Loans. The Lender shall not at any time be obligated required to issue any Letter of Credit hereunder if such issuance any circumstance exists that would conflict withentitle Lender not to honor a request for an Advance under the Revolving Loan; (7) Lender shall promptly notify Integral of any drawing under any Letter of Credit, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that shall immediately reimburse Lender for the amount of the drawing. The Borrower's obligation to reimburse the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby drawing under a Letter of Credit shall be subject either absolute and unconditional, irrespective of any rights of set-off, counterclaim or defense to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) payment Borrower may claim or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by have against the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws beneficiary of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower shall pay in Dollars to the Lender (i) a fee (the “Letter of Credit Fee”) in an amount equal to the Letter of Credit Fee Rate in effect from time to time multiplied by the daily average undrawn stated amount of each outstanding Letter of Credit and (ii) a fronting fee equal to .25% per annum on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination Date. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Letters of Credit issued by the Lender as the Lender may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or Person; (z) any claims whatsoever 8) Unless the Borrower makes reimbursement from another source on the day of the Borrower against any beneficiary of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrower. (e) If any draft shall be presented for payment to the Lender drawing under any Letter of Credit, the Lender Borrower shall promptly notify be deemed to have requested an Advance under the Borrower Revolving Loan in the amount of the date drawing, and amount thereof. The responsibility (i) Lender, at its option, may make such an Advance and apply the proceeds of the Advance to satisfy the Borrower's obligation to reimburse Lender to for the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by amount drawn on the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that ; and (ii) the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall apply. (g) The Borrower agrees to be bound by the terms of each Application and the Lender’s written regulations and customary practices relating to letters of credit, though such interpretations may be different from the Borrower’s own. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (h) The obligations of the Borrower to reimburse the Lender upon a draw under a Letter of Credit, Advance shall be absoluterepayable, unconditional and irrevocable under any circumstanceswith interest, and shall be performed strictly in accordance with the terms of this Section 2.6 under all circumstances, including the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects conditions of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminatedRevolving Note; and (x9) any other no Event of Default has occurred and remains uncured, and no event has occurred or circumstance or happening whatsoeverexists which, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance passage of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit time or the rights giving of notice or benefits thereunder or proceeds thereofboth, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure would constitute an Event of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the BorrowerDefault.

Letter of Credit Subfacility. (a) The A Borrower may request the issuance of a letter of credit (each a "Letter of Credit Credit") on behalf of itself or another Borrower by delivering to the Lender Agent a completed Application application and agreement for letters letter of credit in such form and with such other certificates, documents and information as the Lender Agent may specify from time to time by no later than 10:00 a.m., Philadelphia time, at least five three (53) Business Days (Days, or such shorter period as may be agreed to by the Lender) Agent, in advance of the proposed date of issuance. Each Letter of Credit shall be denominated in Dollarsa Standby Letter of Credit. Subject to the terms and conditions hereofhereof and in reliance on the agreements of the other Banks set forth in this Section 2.15, the Lender Agent will issue each such a Letter of Credit requested by the Borrower, provided, provided that each Letter of Credit shall (Ai) have a maximum maturity of twelve (12) months from the date of issuance, and (Bii) in no event expire later than 364 days following one Business Day prior to the Commitment Termination Date, Date and provided further, providing that in no event shall (i) the amount of the Letter of Credit Obligations Outstandings exceed, at any one time exceed the lesser of (x) time, $500,000, 5,000,000 or (yii) the Commitment minus Facility Usage exceed, at any one time, the amount aggregate Commitments of the outstanding Revolver Loans. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed, any limits imposed by any applicable Requirement of Law. Notwithstanding the provisions of this subsection 2.6, the Lender and the Borrower hereby agree that the Lender may issue upon the Borrower’s request, one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than 364 days following the Termination Date Banks then in effect, and (ii) renewal of such Letters of Credit, at the Lender’s discretion, shall be available upon written request from the Borrower to the Lender at least thirty (30) days (or such other time period as agreed by the Borrower and the Lender) before the date upon which notice of renewal is otherwise required. Each standby Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce at the time a Letter of Credit is issued (“UCP”) or the International Standby Practices (ISP98 International Chamber of Commerce Publication Number 590 (“ISP98”)), as determined by the Lender, and each trade Letter of Credit issued under this Agreement shall be subject to the UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. (b) The Borrower Immediately upon the issuance of each Letter of Credit, each Bank shall pay be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Agent a participation in Dollars to the Lender (i) a fee (the “such Letter of Credit Fee”and each drawing thereunder in an amount equal to such Bank's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (c) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Agent will promptly notify the Borrowers. The Borrowers shall, jointly and severally, reimburse (such obligation to reimburse the Agent shall sometimes be referred to as a "Reimbursement Obligation") the Agent prior to 12:00 noon, Philadelphia time on each date that an amount is paid by the Agent under any Letter of Credit (each such date, an "Drawing Date") in an amount equal to the amount so paid by the Agent. In the event the Borrowers fail to reimburse the Agent for the full amount of any drawing under any Letter of Credit Fee by 11:00 a.m., Philadelphia time, on the Drawing Date, the Agent will promptly notify each Bank thereof, and the Borrowers shall be deemed to have requested that an ABR Loan be made by the Banks pursuant to Section 2.1 hereof in the full amount of the Reimbursement Obligation then outstanding, to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the aggregate Commitments of the Banks then in effect and subject to the conditions set forth in Section 4.2 hereof other than any notice requirements. Any notice given by the Agent pursuant to this Section 2.15(c) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (d) Each Bank shall upon any notice pursuant to Section 2.15(c) make available to the Agent an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.15(e) each be deemed to have made an ABR Loan to the Borrowers in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent the amount of such Bank's Ratable Share of such drawing by 2:00 p.m., Philadelphia time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment, from the Drawing Date to the date on which such Bank makes such payment, at a rate per annum equal to the Federal Funds Rate in effect from time to time multiplied by during such period. The Agent will promptly give notice of the daily average undrawn stated amount occurrence of each outstanding Letter the Drawing Date, but failure of Credit and (ii) a fronting fee equal the Agent to .25% per annum give any such notice on the daily average undrawn stated amount of each outstanding Letter of Credit issued by the Lender (computed Drawing Date or in each case on the basis of the actual number of days such Letters of Credit are outstanding in a year of 360 days), which amounts shall be payable quarterly in arrears commencing with the last Business Day of each March, June, September and December following the Closing Date and on the Termination Date. The Borrower shall also pay to the Lender in Dollars the Lender’s then in effect customary fees and administrative expenses payable with respect to Letters of Credit issued by the Lender as the Lender may generally charge or incur from sufficient time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation, and administration of letters of credit. Once paid, all of the above fees shall be nonrefundable under all circumstances. (i) The Borrower agrees enable any Bank to reimburse the Lender in respect of a Letter of Credit issued by the Lender on each date on which a draft presented under such Letter of Credit is paid by the Lender for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Lender in connection with such payment. Each effect such payment shall be made to the Lender in Dollars in immediately available funds. (ii) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under the foregoing subsection (i) from the such date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the Default Rate and shall be payable by the Borrower on demand by the Lender. (i) The Borrower agrees with the Lender that the Lender shall not be responsible for, and relieve such Bank from its obligation under this Section 2.15(d) (other than interest during the Borrower’s Reimbursement Obligations under subsection 2.6(c)(i) shall period it was not be affected by, among other things (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, provided, that reliance upon such documents by the Lender shall not have constituted gross negligence or willful misconduct of the Lender or (y) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the Borrower against any beneficiary aware of such Letter of Credit or any such transferee. (ii) the Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Lender’s gross negligence or willful misconduct. (iii) The Borrower agrees that any action taken or omitted by the Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Lender to the Borrowerdrawing). (e) If With respect to any draft Reimbursement Obligation that is not converted into an ABR Loan to the Borrowers in whole or in part as contemplated by Section 2.15(c) because of the Borrowers' failure to satisfy the conditions set forth in Section 4.2 (other than any notice requirements) or for any other reason, the Borrowers shall be presented for deemed to have incurred from the Agent a Letter of Credit Borrowing in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the ABR Loans or, if applicable, the Default Rate. Each Bank's payment to the Lender Agent pursuant to Section 2.15(d) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Participation Advance from such Bank in satisfaction of its participation obligation under this Section 2.15. (f) Upon (and only upon) receipt by the Agent for its account of immediately available funds from the Borrowers (i) in reimbursement of any payment made by the Agent under the Letter of Credit with respect to which any Bank has made a Participation Advance to the Agent, or (ii) in payment of interest on such a payment made by the Agent under such a Letter of Credit, the Lender Agent will pay to each Bank, in the same funds as those received by the Agent, the amount of such Bank's Ratable Share of such funds, except the Agent shall promptly notify retain the Borrower amount of the date and amount thereof. The responsibility Ratable Share of the Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit and any other obligation expressly imposed by the provisions of UCP or ISP98, as applicable to such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. (f) To the extent that any provision funds of any Application related to any Letter Bank that did not make a Participation Advance in respect of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall applysuch payment by Agent. (g) The If the Agent is required at any time to return to any Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments made by any Borrower to the Agent pursuant to Section 2.15(f) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Bank shall, on demand of the Agent, forthwith return to the Agent the amount of its Ratable Share of any amounts so returned by the Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Bank to the Agent, at a rate per annum equal to the Federal Funds Rate in effect from time to time. (h) Each Borrower agrees to be bound by the terms of each Application the Agent's application and agreement for letters of credit and the Lender’s Agent's written regulations and customary practices relating to letters of credit, though such interpretations interpretation may be different from the such Borrower’s 's own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross negligence or willful misconduct, the Lender Agent shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following the any Borrower’s 's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto. (hi) The obligations In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. (j) Each Bank's obligation in accordance with this Agreement to make the ABR Loans or Participation Advances, as contemplated by this Section 2.15, as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower Borrowers to reimburse the Lender Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable under any circumstancesirrevocable, and shall be performed strictly in accordance with the terms of this Section 2.6 2.15 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the failure of any Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of an ABR Loan hereunder, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under this Section 2.15; (iii) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or the Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower and the beneficiary for which any Letter of Credit was procured); (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower; (vi) any breach of this Agreement or any other Loan Document by the Borrower; (vii) the occurrence or continuance of an insolvency proceeding with respect to the Borrower; (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; (ix) the fact that the Termination Date shall have passed or this Agreement or the Commitment hereunder shall have been terminated; and (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. (i) In addition to amounts payable as provided in Section 8.5, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Lender as determined by a final judgment of a court of competent jurisdiction or (B) subject to the following clause (ii), the wrongful dishonor by the Lender of a proper demand for payment made under any Letter of Credit, or (ii) the failure of the Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Governmental Acts”). (j) As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lender shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of or drawing under any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telex or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Lender, including any Governmental Acts, and none of the above shall affect or impair, or prevent the vesting of, any of the Lender’s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the Lender under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not create any liability of the Lender to the Borrower.