Common use of Letters of Credit; LC Guaranties Clause in Contracts

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed $10,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and standby letters of creditcredit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided that the LC Amount shall not exceed $10,000,000 25,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the 30th day prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to on its own behalf and on behalf of each other Co-Borrower, (i) to issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, on its behalf and on behalf of each other Co-Borrower, Letters of Credit for the account of a Borrower Co-Borrowers or (ii) execute LC Guaranties by which Agent, Bank, Bank or another Affiliate of Agent, on the date requested by a Borrower, on its behalf and on behalf of each other Co-Borrower, shall guaranty the payment or performance by a Borrower Co-Borrowers of its their reimbursement obligations with respect to letters Letters of credit; Credit provided that the LC Amount shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Each Letter of Credit shall be payable on sight draft only. Notwithstanding anything to the contrary contained herein, Co-Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Co- Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Co-Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that any Lender does not promptly make its portion of such Revolving Credit Loans are notLoans, for any reason, promptly made to satisfy its ratable portion of all then existing LC Obligations, each such Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by In such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such the relevant LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees(1) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a Borrower, to (i) Agent shall, on behalf of Lenders, issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Bank's Letters of Credit for the account of a Borrower or (ii) shall execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Lenders shall guaranty the payment or performance by a Borrower of its reimbursement obligations obligation with respect to letters Letters of creditCredit issued for Borrower's account by Bank or Agent; provided that the aggregate face amount of all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed One Million Dollars ($10,000,000 at any time. No 1,000,000) and no Letter of Credit may have an expiration date that is after sixty days prior to the Commitment Termination Date, unless Borrower provides, on or prior to the Commitment Termination Date, Agent with cash collateral for said Letter of Credit or LC Guaranty may have an Guaranty, in a manner and amount reasonably acceptable to Agent. Further, the expiration date of any Trade Letter of Credit shall be not more than 180 days after the last day issuance thereof and the expiration date of any Standby Letter of Credit shall not be more than one year after the date of issuance thereof (although any such Standby Letter of Credit shall be renewable for an additional one-year period in accordance with the terms hereof). Any amounts paid by Agent or any Lender under any LC Guaranty or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything Obligations, (ii) unless paid by Borrower pursuant to Section 1.3(C) below, shall be paid from the proceeds of a Revolving Credit Loan requested pursuant to Section 3.1.1 below, to the contrary contained herein, Borrowers, Agent and extent Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more are required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (iii) otherwise, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fundshall be payable on demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to shall Agent, on demand, an amount equal Bank or Lenders be required to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall issue or cause to be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists and is continuing a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists exists, and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agentits Affiliates, on the date requested by such Borrower, standby Letters of Credit for the account of a Borrower one or more of the Borrowers or (ii) execute LC Guaranties by which Agent, Bank, Agent or another Affiliate of Agent, on the date requested by a Borrower, its Affiliates shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters standby Letters of creditCredit issued for a Borrower's account by other Persons in support of Borrowers' obligations (other than obligations for the repayment of Money Borrowed); provided that (i) the LC Amount shall not at no time exceed $10,000,000 at any time1,000,000 and (ii) no Letter of Credit or LC Guaranty shall be issued in an amount in excess of the then existing availability under the Borrowing Base. No Letter of Credit or LC Guaranty may have an expiration date that is after the earlier of (a) the date which is 365 days after the date of issuance or (b) the last day of the Term. Notwithstanding anything , except to the contrary contained hereinextent that Borrowers provide Agent, Borrowers, for the benefit of Agent and Lenders hereby agree that all LC Obligations the other Lenders, as applicable, at the time of and all obligations of each Borrower relating thereto shall be satisfied by as a condition to the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portionsthereof, which Borrowers hereby acknowledge are requested and Lenders hereby agree with collateral acceptable to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, Agent in its sole discretion in an amount equal to such 105% of the face amount thereof. Any amounts paid by Agent or its Affiliates under any LC Obligations multiplied by such Lender's Guaranty or in connection with any Letter of Credit shall be treated as Revolving Loan PercentageCredit Loans, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsRevolving Credit Loans. Immediately Each Lender agrees that immediately upon the issuance of a any Letter of Credit or an LC Guaranty under this Agreementby Agent or Agent's Affiliate, each such Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, acquired an undivided participating interest (without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by ) in accordance with such Lender's Pro Rata Percentage, in all of Agent's or Agent's Affiliate's rights and liabilities with respect to such Letter of Credit or LC Guaranty. Each Lender shall be directly and unconditionally obligated to Agent or Agent's Affiliate, according to its Pro Rata Percentage, to reimburse Agent or Agent's Affiliate, without setoff or deduction of any kind or nature, for honoring any drawing under any Letter of Credit or making any payment under any LC Guaranty (without regard to the occurrence of a Default or an Event of Default including, without limitation, following the commencement of any bankruptcy, reorganization, insolvency, liquidation or dissolution proceeding). The amount of Agent's or Agent's Affiliate's payment (and the respective reimbursements of the Lenders to Agent or its Affiliate) shall automatically constitute a Revolving Credit Loan Percentagewithout regard to any borrowing condition herein and without any request, consent or other action of Borrowers.

Letters of Credit; LC Guaranties. Agent agrees(A) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a Borrower, to (i) Agent shall, on behalf of Lenders, issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Bank's Letters of Credit for the account of a Borrower or (ii) shall execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Lenders shall guaranty the payment or performance by a Borrower of its reimbursement obligations obligation with respect to letters Letters of creditCredit issued for Borrower's account by Bank or Agent; provided that the aggregate face amount of all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed Twenty-Five Million Dollars ($10,000,000 at any time. No 25,000,000) and no Letter of Credit may have an expiration date that is after sixty days prior to the Commitment Termination Date, unless Borrower provides, on or prior to the Commitment Termination Date, Agent with cash collateral for said Letter of Credit or LC Guaranty may have an Guaranty, in a manner and amount acceptable to Agent. Further, the expiration date of any Trade Letter of Credit shall be not more than 180 days after the last day issuance thereof and the expiration date of any Standby Letter of Credit shall not be more than one year after the date of issuance thereof (although any such Standby Letter of Credit shall be renewable for an additional one-year period in accordance with the terms hereof). Any amounts paid by Agent or any Lender under any LC Guaranty or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything Obligations, (ii) unless paid by Borrower pursuant to Section 1.2(C) below, shall be paid from the proceeds of a Revolving Credit Loan requested pursuant to Section 3.1.1 below, to the contrary contained herein, Borrowers, Agent and extent Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more are required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (iii) otherwise, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fundshall be payable on demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to shall Agent, on demand, an amount equal Bank or Lenders be required to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall issue or cause to be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and standby letters of creditcredit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided that the LC Amount shall not exceed $10,000,000 5,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the 30th day prior to the last scheduled day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Revolving Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Revolving Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Revolving Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Revolving Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Revolving Lender's Revolving Loan Percentage. As of the Effective Date, certain letters of credit and letter of credit guaranties are outstanding under the Prepetition Loan Agreement, as described on Exhibit 1.2 (the "Existing Letters of Credit"). Borrower, Agent and Lenders agree that upon the Effective Date, the Existing Letters of Credit shall be deemed for all purposes hereunder to be Letters of Credit or LC Guaranties, as applicable, issued under this Agreement.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date so requested by a BorrowerMFRI, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed Seven Million Five Hundred Thousand Dollars ($10,000,000 at any time7,500,000) prior to the date on which the Virginia IRB Indebtedness is paid in full and Five Million Four Hundred Thousand Dollars ($5,400,000) thereafter. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent Lender agrees, for so long as -------------------------------- no Default or Event of Default exists has occurred and is continuing and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrowerits Affiliate, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, Lender or another its Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and letters of credit; credit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed), provided that the LC Amount at any -------- time shall not exceed $10,000,000 at any timethe LC Cap. No Letter of Credit or LC Guaranty may have an expiration date that is after the last day of the Original Term or the then applicable Renewal Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all Any amounts paid by Lender under any LC Obligations and all obligations Guaranty or in connection with any Letter of each Borrower relating thereto Credit shall be satisfied by the prompt issuance of one or more treated as Revolving Credit Loans that are Base Rate PortionsLoans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate Revolving Credit Base Rate and in the same manner as Base Rate PortionsRevolving Credit Loans. Immediately upon Borrower shall execute and deliver to Lender all agreements and documents required by Lender in connection with the issuance Issuance of a Letter Letters of Credit or an LC Guaranty under this AgreementCredit, each Lender shall be deemed all in form and substance satisfactory to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists exists, and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agentits Affiliates, on the date requested by such Borrower, standby Letters of Credit for the account of a Borrower one or more of the Borrowers or (ii) execute LC Guaranties by which Agent, Bank, Agent or another Affiliate of Agent, on the date requested by a Borrower, its Affiliates shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters standby Letters of creditCredit issued for a Borrower’s account by other Persons in support of Borrowers’ obligations (other than obligations for the repayment of Money Borrowed); provided that (i) the LC Amount shall not at no time exceed $10,000,000 at any time2,000,000 and (ii) no Letter of Credit or LC Guaranty shall be issued in an amount in excess of the then existing availability under the Borrowing Base. No Letter of Credit or LC Guaranty may have an expiration date that is after the earlier of (a) the date which is 365 days after the date of issuance or (b) the last day of the Term. Notwithstanding anything , except to the contrary contained hereinextent that Borrowers provide Agent, Borrowers, for the benefit of Agent and Lenders hereby agree that all LC Obligations the other Lenders, as applicable, at the time of and all obligations of each Borrower relating thereto shall be satisfied by as a condition to the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portionsthereof, which Borrowers hereby acknowledge are requested and Lenders hereby agree with collateral acceptable to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, Agent in its sole discretion in an amount equal to such 105% of the face amount thereof. Any amounts paid by Agent or its Affiliates under any LC Obligations multiplied by such Lender's Guaranty or in connection with any Letter of Credit shall be treated as Revolving Loan PercentageCredit Loans, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Revolving Credit Base Rate PortionsLoans. Immediately Each Lender agrees that immediately upon the issuance of a any Letter of Credit or an LC Guaranty under this Agreementby Agent or Agent’s Affiliate, each such Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, acquired an undivided participating interest (without recourse or warranty), an undivided interest in accordance with such Lender’s Pro Rata Percentage, in all of Agent’s or Agent’s Affiliate’s rights and participation therein equal liabilities with respect to such Letter of Credit or LC Obligations multiplied by such Lender's Guaranty. Each Lender shall be directly and unconditionally obligated to Agent or Agent’s Affiliate, according to its Pro Rata Percentage, to reimburse Agent or Agent’s Affiliate, without setoff or deduction of any kind or nature, for honoring any drawing under any Letter of Credit or making any payment under any LC Guaranty (without regard to the occurrence of a Default or an Event of Default including, without limitation, following the commencement of any bankruptcy, reorganization, insolvency, liquidation or dissolution proceeding). The amount of Agent’s or Agent’s Affiliate’s payment (and the respective reimbursements of the Lenders to Agent or its Affiliate) shall automatically constitute a Revolving Credit Base Rate Loan Percentagewithout regard to any borrowing condition herein and without any request, consent or other action of Borrowers.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a BorrowerBorrowers, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; , provided that the LC Amount shall not exceed $10,000,000 2,000,000 at any time. No trade Letter of Credit or LC Guaranty of a trade letter of credit may have an expiration date that is more than 180 days after the date of issuance thereof; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one (1) year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one (1) year, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided –2– interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrower Representative, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrower Representative, Letters of Credit for the account of a such Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a BorrowerBorrower Representative, shall guaranty the payment or performance by a such Borrower of its reimbursement obligations with respect to letters of creditcredit and letters of credit issued for such Borrower's account by other Persons in support of such Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided that the LC Amount shall not exceed $10,000,000 50,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after later than three (3) days prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowerseach Borrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each such Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers such Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at a fluctuating rate equal to the same rate and Applicable Margin then in effect plus the same manner as Base Rate PortionsRate. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent Lender agrees, for so long as no Default or Event of Default exists exists, and if requested by a Borrower, Borrower to (i) issue its, its or cause to be issued by Bank or another Affiliate of Agentits Affiliate, on the date requested by such Borrower, Standby Letters of Credit for the account of a Borrower Borrower, provided that the aggregate amount of the LC Amount shall at no time exceed $1,000,000, or (ii) execute an LC Guaranties Guaranty by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Lender shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters a Standby Letter of credit; provided that the Credit. Any amounts paid by Lender under any LC Amount shall not exceed $10,000,000 at Guaranty or in connection with any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied treated as a Loan, shall be payable on demand by the prompt issuance of one or more Revolving Credit Loans that are Base Rate PortionsBorrower, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by all the Collateral Collateral, and shall bear interest and be at the same rate as the other Loans, with such interest being payable at the same rate time as when interest is payable on the other Loans. Notwithstanding anything herein to the contrary, upon termination of this Agreement, Lender shall be entitled to retain its security interests in the Collateral (even if the Obligations have been paid in full) unless the Letters of Credit and all LC Guaranties shall have expired or have been cash collateralized on a dollar-for-dollar basis to Lender's satisfaction or have been covered by an irrevocable letter of credit issued by a financial institution acceptable to Lender, and in the same manner as Base Rate Portionsform and substance acceptable to Lender. Immediately upon the issuance of a Letter Any Standby Letters of Credit issued for the account of Borrower by Lender or an Affiliate of Lender or covered by an LC Guaranty executed by Lender in existence on the Closing Date under this Agreement, each Lender the Existing Loan Agreements shall be deemed to have irrevocably be subject to and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied covered by such Lender's Revolving Loan Percentagethe provisions of this Section 2.1(A).

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to on its own behalf and on behalf of each other Co-Borrower, (i) to issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, on its behalf and on behalf of each other Co-Borrower, Letters of Credit for the account of a Borrower Co-Borrowers or (ii) execute LC Guaranties by which Agent, Bank, Bank or another Affiliate of Agent, on the date requested by a Borrower, on its behalf and on behalf of each other Co-Borrower, shall guaranty the payment or performance by a Borrower Co-Borrowers of its their reimbursement obligations with respect to letters Letters of creditCredit; provided that the LC Amount shall not exceed Four Million Dollars ($10,000,000 4,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Each Letter of Credit shall be payable on sight draft only. Notwithstanding anything to the contrary contained herein, Co-Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Co-Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate CACC Portions, which Co-Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that any Lender does not promptly make its portion of such Revolving Credit Loans are notLoans, for any reason, promptly made to satisfy its ratable portion of all then existing LC Obligations, each such Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such the relevant LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Each Lender agrees, severally, that a letter of credit subfacility shall be made available to Borrower as part of the Total Revolving Credit Facility as set forth in this section. In order to implement this letter of credit subline, Agent agrees, for so long as no Default or Event of Default exists exists, and if requested by a Borrower, to to: (i) issue its, or cause to be issued by Bank or another Affiliate of Agentits Affiliate, on the date requested by such Borrower, standby Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, Agent or another its Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to standby Letters of Credit and standby letters of credit; credit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed), provided that the LC Amount at any time shall not exceed the lesser of (i) Thirty Million Dollars ($10,000,000 at any time30,000,000.00) and (ii) the Borrowing Base minus the sum of outstanding Revolving Credit Loans and reserves permitted by subsection 1.1.1 hereof, if any. No Letter of Credit or LC Guaranty may have an expiration date that is after the last day of the Term. Notwithstanding anything Original Term except to the contrary contained hereinextent that Borrower provides Agent, Borrowersfor the ratable benefit of the Lenders, at the time of and as a condition to the issuance thereof with collateral acceptable to Agent and Lenders hereby agree that all in the face amount thereof. Any amounts paid by Agent or Issuer under any LC Obligations and all obligations Guaranty or in connection with any Letter of each Borrower relating thereto Credit shall be satisfied by the prompt issuance of one or more treated as Revolving Credit Loans that are Base Rate PortionsLoans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsRevolving Credit Loans. Immediately upon the issuance Each Lender shall be directly and unconditionally obligated to Agent, according to its Pro Rata Percentage, to reimburse Agent, without setoff or deduction of a any kind of nature, for honoring any drawing under any Letter of Credit or an making any payment under any LC Guaranty under this Agreement(without regard to the occurrence of a Default or an Event of Default including, each Lender shall be deemed without limitation, following the commencement of any bankruptcy, reorganization, insolvency, liquidation or dissolution proceeding). The amount of Agent's payment (and the respective reimbursements of the Lenders to have irrevocably and unconditionally purchased and received from Agent, as applicable) shall automatically constitute a Revolving Credit Loan without recourse regard to any borrowing condition herein and without any request, consent or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentageother action of Borrower.

Letters of Credit; LC Guaranties. Agent agrees(A) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a Borrower, to (i) Lender shall issue itsits Letters of Credit, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Bank's Letters of Credit Credit, for the account of a Borrower or (ii) shall execute LC Guaranties by which Agent, Bank, Lender shall agree to reimburse the issuer for the Letters of Credit for amounts drawn thereon or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations obligation with respect to letters Letters of creditCredit issued for Borrower's account by Bank or Lender; provided that the aggregate amount available to be drawn under all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed Three Million Five Hundred Thousand Dollars ($10,000,000 at 3,500,000) and no Letter of Credit may have an expiration date that is after fourteen (14) days prior to the Revolving Credit Maturity Date unless Borrower provides Lender with cash collateral for said Letter of Credit or LC Guaranty, in a manner and amount acceptable to Lender; provided, that the VA Letter of Credit may have an expiration date not to exceed five (5) years beyond the Closing Date so long as the Collateral continues to secure such Obligation in a manner and amount acceptable to the Lender. Further, the expiration date of any timeLetter of Credit (other than the VA Letter of Credit) shall not be more than one year after the day of issuance thereof (although any such Letter of Credit may be renewable for additional one-year periods in accordance with the terms thereof). No Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs. Any amounts paid by Lender under any Letter of Credit or LC Guaranty may have an expiration date after the last day or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything proceeds of a Revolving Credit Loan requested pursuant to subsection 3.1.1 below, to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more extent Lender is required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (ii) otherwise, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fundshall by payable by Borrower on demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made shall Bank or Lender be required to satisfy all then existing LC Obligations, each Lender hereby agrees issue or cause to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Agent Issuing Bank agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank it or another an Affiliate of AgentIssuing Bank, on the date requested by such BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Issuing Bank, or another Affiliate of AgentIssuing Bank, on the date requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed $10,000,000 5,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the earlier of (x) the date which is 30 days prior to the last day of the TermTerm unless the Letter of Credit or LC Guaranty is cash collateralized in accordance with subsection 4.2.2 or (y) one year after the issuance date thereof. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate PortionsRevolving Loans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsRevolving Loans. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from AgentIssuing Bank, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage. Letters of Credit issued by Barclays Bank PLC pursuant to Borrowers’ existing senior secured revolving credit facility which is to be terminated and refinanced in connection with the consummation of the transactions contemplated by this Agreement shall continue to remain outstanding and shall be deemed Letters of Credit issued pursuant to this Section 1.2.

Letters of Credit; LC Guaranties. Agent agrees, for so long as -------------------------------- no Default or Event of Default exists and if requested by a BorrowerVEI, on behalf of all Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerVEI, on behalf of all Borrowers, Letters of Credit for the account of a Borrower Borrowers (or any one of them) or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a BorrowerVEI, on behalf of all Borrowers, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters Letters of creditCredit; provided that the LC Amount shall not exceed Five Million Dollars -------- ($10,000,000 5,000,000) at any time; and provided further that Agent shall not be required -------- ------- to issue any Letters of Credit or LC Guaranties if, after giving effect to the issuance of any such Letter of Credit or LC Guaranty any Lender's Revolving Credit Loans would exceed the limit established pursuant to the first sentence of Section 1.1.1. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate PortionsAdvances, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such ---------- -- amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsAdvances. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed $10,000,000 1,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Prime Rate PortionsRevolving Loans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Prime Rate PortionsRevolving Loans. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested Agent or by such Borroweranother LC Issuer, Letters of Credit for the account of a Borrower or any Guarantor or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Agent shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and letters of credit; credit issued with the prior approval of Agent for Borrower's account by other Persons in support of Borrower's or any of its Subsidiaries' obligations (other than obligations for the repayment of money borrowed), in each case, on the date that is not sooner than three Business Days after an LC Request Notice has been submitted by Borrower to Agent or an LC Issuer with a copy to Agent, provided that the sum of the LC Amount plus all unpaid LC Obligations shall not exceed $10,000,000 US$50,000,000 at any time. Upon issuance of any Letter of Credit by any LC Issuer, Borrower and the LC Issuer with respect to such Letter of Credit shall promptly notify Agent of the date of issuance and stated amount of such Letter of Credit. No documentary Letter of Credit or LC Guaranty of a documentary letter of credit may have an expiration date that is more than 180 days after the date of issuance thereof and all such documentary Letters of Credit shall be payable at sight; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year for each additional period, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after the date which is five (5) days prior to the last day of the Term. All Letters of Credit shall be denominated in US Dollars. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations Obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage. All Letters of Credit and LC Guaranties outstanding under the Existing Loan Agreement and all LC Obligations relating thereto shall, from and after the Restatement Date, be deemed to be outstanding under this Agreement.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date so requested by a BorrowerMFRI, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed Seven Million Dollars ($10,000,000 7,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.. CHICAGO/#1571873.4

Letters of Credit; LC Guaranties. Agent FCC agrees, for so long as no Default or Event of Default exists exists, subject to the terms of this Agreement and if requested by a BorrowerBorrowers, to (i) issue itsissue, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrowerits Affiliates, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, its Affiliates shall guaranty the payment or performance by a Borrower Borrowers of its reimbursement obligations with respect to Letters of Credit and letters of credit; credit issued for Borrowers' account by other Persons in support of Borrowers' obligations (other than obligations for the repayment of Money Borrowed), provided that the LC Amount at any time shall not exceed TWENTY MILLION DOLLARS ($10,000,000 at any time20,000,000). No Standby Letter of Credit or LC Guaranty may have an expiration date that is later than the earlier of (i) 365 days after its date of issuance or (ii) the last day Maturity Date and no Commercial Letter of Credit may have an expiration date that is later than the Termearlier of (i) 180 days after its date of issuance or (ii) the Maturity Date. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all Any amounts paid by FCC under any LC Obligations and all obligations Guaranty or in connection with any Letter of each Borrower relating thereto Credit shall be satisfied by the prompt issuance of one or more treated as Revolving Credit Loans that are Base Rate Portionsor SwingLine Loans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In as the event that Revolving Credit Loans are notcase may be, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsRevolving Credit Loans or SwingLine Loans, as the case may be. Immediately upon the issuance of a Borrowers jointly and severally agree to reimburse FCC for drawings under any Letter of Credit or an LC Guaranty and the amounts of all other liabilities and obligations payable in connection therewith on the same Business Day as any such drawing occurs or payments are made by the issuer thereof and/or FCC, irrespective of any claim, set off, defense or other right any or all the Borrowers may have or assert against the issuer thereof, FCC, any Lender or any other Person. The obligation of Borrowers to reimburse FCC for any payment made by FCC under this Agreement, each Lender any Letter of Credit or LC Guaranty shall be deemed absolute, unconditional, irrevocable and joint and several and shall be paid without regard to have irrevocably and unconditionally purchased and received from Agent, without recourse any lack of validity or warranty, an undivided interest and participation therein equal to such enforceability of any Letter of Credit or LC Obligations multiplied by such Lender's Revolving Loan PercentageGuaranty.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date so requested by a BorrowerMFRI, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed Seven Million Dollars ($10,000,000 7,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.. SECTION 2. INTEREST, FEES AND CHARGES 2.1

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrowers, Letters of Credit for the account of Borrowers (any such Letter of Credit or LC Guaranty, at request of Borrower, may be for the benefit of a Borrower or any Subsidiary of a Borrower) or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a BorrowerBorrowers, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters Letters of credit; Credit, provided (i) that the LC Amount Amount, plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, shall not exceed $10,000,000 60,000,000 at any time, (ii) that the aggregate outstanding amount of usance Letters of Credit (giving effect to the Letter of Credit whose issuance is requested) plus the face amount of any outstanding bankers’ acceptances arising out of drawings under Letters of Credit shall not exceed $15,000,000 at any time and (iii) no Letter of Credit shall be issued or LC Guaranty executed to the extent such Letter of Credit or LC Guaranty would cause the sum of any Lender’s Revolving Credit Loans and such Lender’s Revolving Loan Percentage of the LC Amount (after giving effect to such Letter of Credit or LC Guaranty), plus the amount of LC Obligations that have not been reimbursed by Borrowers or funded with a Revolving Credit Loan, to exceed the lesser of (a) such Lender’s Revolving Loan Commitment, or (b) such Lender’s Revolving Loan Percentage of the difference between the Adjusted Borrowing Base and the then aggregate of any Availability Reserves. No documentary Letter of Credit or LC Guaranty of a documentary letter of credit may have an expiration date that is more than 60 days after the date of issuance thereof and if such documentary Letter of Credit is a usance Letter of Credit, time drafts drawn thereunder shall be payable no later than 60 days after sight; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof. No Letter of Credit or LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term, unless, on the date such Letter of Credit or LC Guaranty is requested by Borrowers, (i) an amount equal to 103% of the face amount of such Letter of Credit or LC Guaranty, in the case of a documentary Letter of Credit or LC Guaranty with respect to a documentary Letter of Credit, is deposited with Agent to be held as cash collateral, in a manner satisfactory to Agent, and such later expiration date shall have been agreed to by, Agent, Bank or another Affiliate of Agent, as applicable or (ii) an amount equal to 103% of the face amount of such Letter of Credit or LC Guaranty, in the case of a standby Letter of Credit or LC Guaranty with respect to a standby Letter of Credit, is deposited with the Agent to be held as cash collateral, in a manner satisfactory to Agent, and such later expiration date shall not extend more than 30 days beyond the last day of the Term. Any such cash collateral shall be held by Agent and applied by it as specified in Section 10.3(e). Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Revolving Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund; provided that, in the event that such Revolving Credit Loans cannot be issued because the conditions set forth in Section 9 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the Agent an LC Borrowing in the amount of the unreimbursed amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Agent as set forth below shall be deemed payment in respect of its participation in such LC Borrowing and shall be deemed satisfaction of its participation obligation under this Section 1.5. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, . The Borrowers acknowledge and agree that until so paidall such amounts paid by each Lender to Agent equal to such LC Obligations are repaid by Borrowers, such amount amounts shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Revolving Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters of credit; , provided that -------- the LC Amount shall not exceed $10,000,000 4,000,000 at any time. No trade Letter of Credit or LC Guaranty may have an expiration date that is more than 180 days after the date of issuance thereof; and no standby Letter of Credit or LC Guaranty may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by ---------- -- such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.. ---------- --

Letters of Credit; LC Guaranties. 1.2.1. Issuance of Letters of Credit and LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of AgentAgent reasonably acceptable to Borrower, on the date requested by such Borrower, Letters of Credit (sight drafts only) for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters of creditcredit and letters of credit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided that the LC Amount shall not exceed $10,000,000 5,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date (a) after the last day of the Term, (b) in the case of standby Letters of Credit or LC Guaranties supporting standby letters of credit, more than one (1) year after the issuance date thereof or (c) in the case of documentary Letters of Credit or LC Guaranties supporting documentary letters of credit, more than 180 days after the issuance date thereof. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date so requested by a BorrowerMFRI, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.” (changed language underscored)

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to on its own behalf and on behalf of each other Co-Borrower, (i) to issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, on its behalf and on behalf of each other Co-Borrower, Letters of Credit for the account of a Borrower Co-Borrowers or (ii) execute LC Guaranties by which Agent, Bank, Bank or another Affiliate of Agent, on the date requested by a Borrower, on its behalf and on behalf of each other Co-Borrower, shall guaranty the payment or performance by a Borrower Co-Borrowers of its their reimbursement obligations with respect to letters Letters of creditCredit; provided that the LC Amount shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Each Letter of Credit shall be payable on sight draft only. Notwithstanding anything to the contrary contained herein, Co-Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Co-Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Co-Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that any Lender does not promptly make its portion of such Revolving Credit Loans are notLoans, for any reason, promptly made to satisfy its ratable portion of all then existing LC Obligations, each such Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such the relevant LC Obligations multiplied by such Lender's ’s Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists has occurred and is continuing and if requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of AgentAgent reasonably acceptable to Borrowers, on the date requested by such BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentAgent reasonably acceptable to Borrowers, on the date requested by a BorrowerBorrower Representative, on its own behalf and on behalf of all other Borrowers, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed $10,000,000 50,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term, unless Borrowers shall have agreed to cash collateralize any such Letter(s) of Credit or LC Guaranty(ies) in a manner reasonably acceptable to Agent in an amount equal to (i) 110% of the undrawn available amount of such Letter(s) of Credit and (ii) 110% of the undrawn available amount(s) of the letter(s) of credit being guarantied by such LC Guaranty(ies). Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund, regardless of whether the conditions precedent to the making of Revolving Credit Loans set forth herein have been satisfied. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Amount and, at the appropriate time, LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a ETI, on behalf of each or any Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such ETI, on behalf of each or any Borrower, Letters of Credit for the account of a any Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a ETI, on behalf of each or any Borrower, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed $10,000,000 1,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees(a) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a any Borrower, to (i) Lender shall issue itsits Letters of Credit, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Bank's Letters of Credit Credit, for the account of a Borrower Borrowers or (ii) shall execute LC Guaranties by which Agent, Bank, Lender shall agree to reimburse the issuer for the Letters of Credit for amounts drawn thereon or another Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations obligation with respect to letters Letters of creditCredit issued for any Borrower's account by Bank or Lender; provided that the sum of the Maximum Drawing Amount and Unpaid Reimbursement Obligations under and with respect to all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed Five Hundred Thousand Dollars ($10,000,000 at 500,000) and no Letter of Credit may have an expiration date that is after fourteen (14) days prior to the Termination Date. Further, the expiration date of any timeLetter of Credit shall not be more than one year after the day of issuance thereof. No Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs. Any amounts paid by Lender under any Letter of Credit or LC Guaranty may have an expiration date after the last day or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything proceeds of a Revolving Credit Loan requested pursuant to subsection 3.1.1 below, to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more extent Lender is required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (ii) otherwise, which shall be jointly and severally payable by Borrowers hereby acknowledge are requested and Lenders hereby agree to fundon demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made shall Bank or Lender be required to satisfy all then existing LC Obligations, each Lender hereby agrees issue or cause to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrowers, Letters of Credit for the account of Borrowers (any such Letter of Credit or LC Guaranty, at request of Borrower, may be for the benefit of a Borrower or any Subsidiary of a Borrower) or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a BorrowerBorrowers, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to letters Letters of credit; Credit, provided (i) that the LC Amount shall not exceed $10,000,000 25,000,000 at any time, (ii) that the aggregate outstanding amount of usance Letters of Credit (giving effect to the Letter of Credit whose issuance is requested) plus the face amount of any outstanding bankers' acceptances arising out of drawings under Letters of Credit shall not exceed $15,000,000 at any time and (iii) no Letter of Credit shall be issued or LC Guaranty executed to the extent such Letter of Credit or LC Guaranty would cause the sum of any Lender's Revolving Credit Loans and such Lender's Revolving Loan Percentage of the LC Amount (after giving effect to such Letter of Credit or LC Guaranty) to exceed the lesser of (a) such Lender's Revolving Loan Commitment, or (b) the difference between the Borrowing Base and the then aggregate of any Availability Reserves. No documentary Letter of Credit or LC Guaranty of a documentary letter of credit may have an expiration date that is more than 60 days after the date of issuance thereof and if such documentary Letter of Credit is a usance Letter of Credit, time drafts drawn thereunder shall be payable no later than 60 days after sight; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof. No Letter of Credit or LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term, unless, in the case of a documentary Letter of Credit or LC Guaranty with respect to a documentary Letter of Credit, on the date such Letter of Credit or LC Guaranty is requested by Borrowers, an amount equal to 105% of the face amount of such Letter of Credit or LC Guaranty is deposited with Agent to be held as cash collateral, and such later expiration date shall have been agreed to by, Agent, Bank or another Affiliate of Agent, as applicable. Any such cash collateral shall be held by Agent and applied by it as specified in Section 10.3.5. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Revolving Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Revolving Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrowers, to (i) issue its, or cause to be issued by Bank or another an Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a any Borrower or (ii) execute LC Guaranties by which Agent, Bank, Agent or another an Affiliate of Agent, on the date requested by a Borrower, Agent shall guaranty the payment or and performance by a any Borrower of its reimbursement obligations with respect to Letters of Credit and letters of credit; provided credit issued for a Borrower's account by other Persons in support of such or any other Borrower's obligations (other than obligations for the repayment of Money Borrowed), provided, that the LC Amount at any time shall not exceed $10,000,000 at any time250,000. No Letter of Credit or LC Guaranty Guarantee may have an expiration date after that occurs within 60 days immediately prior to the last day of the Term. Notwithstanding anything No documentary Letter of Credit or LC Guarantee covering a documentary Letter of Credit shall have an expiration date that occurs more than 180 days after the date of issuance thereof. No standby Letter of Credit shall have an expiration date more than one year after the date of issuance thereof but may be subject to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto annual renewal. Each Lender shall be satisfied by the prompt issuance deemed to have purchased a participation in each Letter of one Credit or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for LC Guaranty issued on behalf of any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, Borrower in an amount equal to such LC Obligations multiplied by such Lender's Aggregate Percentage thereof. Any amounts paid by Agent or any Lender under any LC Guaranty or in connection with any Letter of Credit shall be treated as Revolving Loan PercentageCredit Loans, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Revolving Credit Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or any Guarantor or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentBank, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and letters of credit; credit issued with the prior approval of Agent for Borrower's account by other Persons in support of Borrower's or any of its Subsidiaries' obligations (other than obligations for the repayment of money borrowed), provided that the sum of the LC Amount plus all unpaid LC Obligations shall not exceed $10,000,000 at any time. No documentary Letter of Credit or LC Guaranty of a documentary letter of credit may have an expiration date that is more than 180 days after the date of issuance thereof and all such documentary Letters of Credit shall be payable at sight; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year for each additional period, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations Obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage. All Letters of Credit and LC Guaranties outstanding under the Existing Credit Agreement and all LC Obligations relating thereto shall, from and after the Restatement Date, be deemed to be outstanding under this Agreement.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or any Guarantor or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentBank, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and letters of credit; credit issued with the prior approval of Agent for Borrower's account by other Persons in support of Borrower's or any of its Subsidiaries' obligations (other than obligations for the repayment of money borrowed), provided that the sum of the LC Amount plus all unpaid LC Obligations shall not exceed $10,000,000 5,000,000.00 at any time. No documentary Letter of Credit or LC Guaranty of a documentary letter of credit may have an expiration date that is more than 180 days after the date of issuance thereof and all such documentary Letters of Credit shall be payable at sight; and no standby Letter of Credit or LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year for each additional period, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees(A) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a Borrower, to (i) Agent shall, on behalf of Lenders, issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBank’s, Letters of Credit for the account of a Borrower or (ii) shall execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Lenders shall guaranty the payment or performance by a Borrower of its reimbursement obligations obligation with respect to letters Letters of creditCredit issued for Borrower’s account by Bank or Agent; provided that the aggregate face amount of all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed Ten Million Dollars ($10,000,000 at any time. No 10,000,000) and no Letter of Credit may have an expiration date that is after sixty days prior to the Commitment Termination Date, unless Borrower provides, on or prior to the Commitment Termination Date, Agent with cash collateral for said Letter of Credit or LC Guaranty may have an Guaranty, in a manner and amount acceptable to Agent. Further, the expiration date of any Trade Letter of Credit shall be not more than 180 days after the last day issuance thereof and the expiration date of any Standby Letter of Credit shall not be more than one year after the date of issuance thereof (although any such Standby Letter of Credit shall be renewable for an additional one-year period in accordance with the terms hereof). Any amounts paid by Agent or any Lender under any LC Guaranty or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything Obligations, (ii) unless paid by Borrower pursuant to Section 1.3(C) below, shall be paid from the proceeds of a Revolving Credit Loan requested pursuant to Section 3.1.1 below, to the contrary contained herein, Borrowers, Agent and extent Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more are required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (iii) otherwise, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fundshall be payable on demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to shall Agent, on demand, an amount equal Bank or Lenders be required to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall issue or cause to be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrower Representative, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBorrower Representative, Letters of Credit for the account of a such Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a BorrowerBorrower Representative, shall guaranty the payment or performance by a such Borrower of its reimbursement obligations with respect to letters of creditcredit and letters of credit issued for such Borrower's account by other Persons in support of such Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided that the LC Amount shall not exceed $10,000,000 50,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after later than three (3) days prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowerseach Borrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each such Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate PortionsLoans, which Borrowers such Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at a fluctuating rate equal to the same rate and Applicable Margin then in effect plus the same manner as Base Rate PortionsRate. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerMFRI, on its own behalf and on behalf of all other Borrowers, Letters of Credit for the account of a Borrower Borrowers or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date so requested by a BorrowerMFRI, shall guaranty the payment or performance by a Borrower Borrowers of its their reimbursement obligations with respect to letters of credit; provided that the LC Amount shall not exceed Eleven Million Dollars ($10,000,000 11,000,000) at any time. No Letter of Credit or LC Guaranty may have an expiration date after the last day of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Each Lender agrees, severally, that a letter of credit subfacility shall be made available to Borrowers as set forth in this section as part of the Revolving Credit Facility. In order to implement this letter of credit subfacility, Agent agrees, for so long as no Default or Event of Default exists exists, and if requested by a BorrowerBorrowing Agent (on behalf of Borrowers), to to: (i) issue its, or cause to be issued by Bank or another Affiliate of Agentits Affiliate, on the date requested by such Borrower, standby Letters of Credit for the account of a any Borrower or (ii) execute LC Guaranties by which Agent, Bank, Agent or another its Affiliate of Agent, on the date requested by a Borrower, shall guaranty the payment or performance by a any Borrower of its reimbursement obligations with respect to standby Letters of Credit and standby letters of credit; credit issued for such Borrower's account by other Persons in support of such Borrower's obligations (other than obligations for the repayment of Money Borrowed), provided that the LC Amount at any time shall not exceed the lesser of (i) Forty Million Dollars ($10,000,000 at any time40,000,000.00) and (ii) the Borrowing Base minus the sum of all outstanding Loans and reserves permitted by subsection 1.1.1 hereof, if any. No Letter of Credit or LC Guaranty may have an expiration date that is after the last day Revolving Credit Maturity Date. Any amounts paid by Agent or Issuer under any LC Guaranty or in connection with any Letter of the Term. Notwithstanding anything to the contrary contained herein, Borrowers, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto Credit shall be satisfied by the prompt issuance of one or more treated as Revolving Credit Loans that are Base Rate PortionsLoans, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by all of the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsRevolving Credit Loans. Immediately upon the issuance Each Lender shall be directly and unconditionally obligated to Agent, according to its Pro Rata Percentage, to reimburse Agent, without setoff or deduction of a any kind or nature, for honoring any drawing under any Letter of Credit or an making any payment under any LC Guaranty under this Agreement(without regard to the occurrence of a Default or an Event of Default including, each Lender shall be deemed without limitation, following the commencement of any bankruptcy, reorganization, insolvency, liquidation or dissolution proceeding). The amount of Agent's payment (and the respective reimbursements of the Lenders to have irrevocably and unconditionally purchased and received from Agent, as applicable) shall automatically constitute a Revolving Credit Loan without recourse regard to any borrowing condition herein and without any request, consent or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan Percentageother action of any Borrower or Borrowing Agent.

Letters of Credit; LC Guaranties. (a) Administrative Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower Representative on behalf of Domestic Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Administrative Agent, Domestic Letters of Credit for the account of Domestic Borrower on the date requested by Borrower Representative or (ii) execute Domestic LC Guaranties, by which Fleet, or an Affiliate of Administrative Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a BorrowerRepresentative, shall guaranty the payment or performance by a Domestic Borrower of its reimbursement obligations with respect to letters Domestic Letters of credit; Credit, provided that the Domestic LC Amount shall not exceed $10,000,000 1,000,000 at any time. No Domestic Letter of Credit which is a trade Letter of Credit or Domestic LC Guaranty of a trade letter of credit may have an expiration date that is more than 180 days after the date of issuance thereof; and no Domestic Letter of Credit which is a standby Letter of Credit or Domestic LC Guaranty of a standby letter of credit may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year, subject to the immediately following sentence. No Domestic Letter of Credit or Domestic LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term. Each Domestic Letter of Credit shall be denominated in U.S. Dollars. Notwithstanding anything to the contrary contained herein, BorrowersDomestic Borrower, Administrative Agent and Domestic Lenders hereby agree that all Domestic LC Obligations and all obligations of each Domestic Borrower relating thereto shall be satisfied by the prompt issuance of one or more Domestic Revolving Credit Loans that are Domestic Base Rate PortionsLoans, which Borrowers Domestic Borrower hereby acknowledge acknowledges are requested and Domestic Lenders hereby agree to fund. In the event that Domestic Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing Domestic LC Obligations, each Domestic Lender hereby agrees to pay to Administrative Agent, on demand, an amount equal to such Domestic LC Obligations multiplied by such Domestic Lender's Domestic Revolving Loan Percentage, and until so paid, such amount shall be secured by the Domestic Collateral and shall bear interest and be payable at the same rate and in the same manner as Domestic Base Rate PortionsLoans. Immediately upon the issuance of a Domestic Letter of Credit or an a Domestic LC Guaranty under this Agreement, each Domestic Lender shall be deemed to have irrevocably and unconditionally purchased and received from Administrative Agent, without recourse or warranty, an undivided interest and participation therein equal to such Domestic LC Amount or Domestic LC Obligations multiplied by such Domestic Lender's Domestic Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees, for so long as no Default or Event of Default exists and if requested by a Borrower, to (i) issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such Borrower, Letters of Credit for the account of a Borrower or (ii) execute LC Guaranties by which Agent, Bank, or another Affiliate of AgentLender, on the date requested by a Borrower, shall guaranty the payment or performance by a Borrower of its reimbursement obligations with respect to Letters of Credit and standby letters of creditcredit issued for Borrower's account by other Persons in support of Borrower's obligations (other than obligations for the repayment of Money Borrowed); provided PROVIDED that the LC Amount shall not exceed $10,000,000 25,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date after the 30th day prior to the last day of the Term. Notwithstanding anything to the contrary contained herein, BorrowersBorrower, Agent and Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more Revolving Credit Loans that are Base Rate Portions, which Borrowers Borrower hereby acknowledge acknowledges are requested and Lenders hereby agree to fund. In the event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to Agent, on demand, an amount equal to such LC Obligations multiplied by MULTIPLIED BY such Lender's Revolving Loan Percentage, and until so paid, such amount shall be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by MULTIPLIED BY such Lender's Revolving Loan Percentage.

Letters of Credit; LC Guaranties. Agent agrees(A) Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and if requested to do so by a Borrower, to (i) Agent shall, on behalf of Lenders, issue its, or cause to be issued by Bank or another Affiliate of Agent, on the date requested by such BorrowerBank's, Letters of Credit for the account of a Borrower or (ii) shall execute LC Guaranties by which Agent, Bank, or another Affiliate of Agent, on the date requested by a Borrower, Lenders shall guaranty the payment or performance by a Borrower of its reimbursement obligations obligation with respect to letters Letters of creditCredit issued for Borrower's account by Bank or Agent; provided that the aggregate face amount of all Letters of Credit and LC Amount Guaranties outstanding at any time shall not exceed Five Million Dollars ($10,000,000 at any time. No 5,000,000) and no Letter of Credit may have an expiration date that is after sixty days prior to the Commitment Termination Date, unless Borrower provides, on or prior to the Commitment Termination Date, Agent with cash collateral for said Letter of Credit or LC Guaranty may have an Guaranty, in a manner and amount acceptable to Agent. Further, the expiration date of any Trade Letter of Credit shall be not more than 180 days after the last day issuance thereof and the expiration date of any Standby Letter of Credit shall not be more than one year after the date of issuance thereof (although any such Standby Letter of Credit shall be renewable for an additional one-year period in accordance with the terms hereof). Any amounts paid by Agent or any Lender under any LC Guaranty or in connection with any Letter of Credit (i) shall become part of the Term. Notwithstanding anything Obligations, (ii) unless paid by Borrower pursuant to Section 1.3(C) below, shall be paid from the proceeds of a Revolving Credit Loan requested pursuant to Section 3.1.1 below, to the contrary contained herein, Borrowers, Agent and extent Lenders hereby agree that all LC Obligations and all obligations of each Borrower relating thereto shall be satisfied by the prompt issuance of one or more are required to make Revolving Credit Loans that are Base Rate Portionspursuant to the terms hereof and (iii) otherwise, which Borrowers hereby acknowledge are requested and Lenders hereby agree to fundshall be payable on demand. In the no event that Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Lender hereby agrees to pay to shall Agent, on demand, an amount equal Bank or Lenders be required to such LC Obligations multiplied by such Lender's Revolving Loan Percentage, and until so paid, such amount shall issue or cause to be secured by the Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate Portions. Immediately upon the issuance of a Letter issued Letters of Credit or LC Guaranties at any time there exists a Default or an LC Guaranty under this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Obligations multiplied by such Lender's Revolving Loan PercentageEvent of Default.

Letters of Credit; LC Guaranties. Administrative Agent agrees, for so long as no Default or Event of Default exists and if requested by a BorrowerBorrower Representative, to (ia) issue its, or cause to be issued by Bank or another Affiliate of Administrative Agent, on the date requested by such Borrower, Letters of Credit for the account of a Domestic Borrower on the date requested by Borrower Representative or (iib) execute LC Guaranties Guaranties, by which Agent, Bank, or another Affiliate of Administrative Agent, on the date requested by a BorrowerBorrower Representative, shall guaranty the payment or performance by a Domestic Borrower of its reimbursement obligations with respect to letters Letters of credit; Credit, provided that the LC Amount shall not exceed $10,000,000 at any time. No Letter of Credit or LC Guaranty may have an expiration date that is more than one year from the date of issuance thereof, which expiration date may be extended for additional periods of up to one year, subject to the immediately following sentence. No Letter of Credit or LC Guaranty may have an expiration date that is after 30 days prior to the last day of the Term. Each Letter of Credit shall be denominated in U.S. Dollars. Notwithstanding anything to the contrary contained herein, Domestic Borrowers, Administrative Agent and Domestic Lenders hereby agree that all LC Obligations and all obligations of each Borrower Domestic Borrowers relating thereto shall be satisfied by the prompt issuance of one or more Domestic Revolving Credit Loans that are Base Rate PortionsLoans, which Domestic Borrowers hereby acknowledge are requested and Domestic Lenders hereby agree to fund. In the event that Domestic Revolving Credit Loans are not, for any reason, promptly made to satisfy all then existing LC Obligations, each Domestic Lender hereby agrees to pay to Administrative Agent, on demand, an amount equal to such LC Obligations multiplied by such Domestic Lender's Domestic Revolving Loan Percentage, and until so paid, such amount shall be secured by the Domestic Collateral and shall bear interest and be payable at the same rate and in the same manner as Base Rate PortionsLoans. Immediately upon the issuance of a Letter of Credit or an LC Guaranty under this Agreement, each Domestic Lender shall be deemed to have irrevocably and unconditionally purchased and received from Administrative Agent, without recourse or warranty, an undivided interest and participation therein equal to such LC Amount or LC Obligations multiplied by such Domestic Lender's Domestic Revolving Loan Percentage.