Common use of Issuance Clause in Contracts

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” ”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount 1/6 of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower has Cash Collateralized such or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LC LCs issued pursuant to this Agreement, and any reference in accordance with Section 2.19(l). Notwithstanding this Agreement to the foregoing, no Declining Lender shall issue “issuance” of a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date(or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount of such LC Issuer’s LC Limit, Pro Rata Share of the LC Sublimit (iior such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent the LC Sublimit; (50%) of the Aggregate Commitment, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” ”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed its $50,000,000, as such amount may be increased or decreased from time to time with the written consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of but in all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) events shall be reduced on subject to the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Commitment). No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower has Cash Collateralized such or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LC LCs issued pursuant to this Agreement, and any reference in accordance with Section 2.19(l). Notwithstanding this Agreement to the foregoing, no Declining Lender shall issue “issuance” of a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date(or “issue” or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions set forth in hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, to issue standby Letters of or detract from any action which may be taken by, any Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease Party or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”their Subsidiaries under this Agreement), the Issuing Lender shall from time to time upon request issue (from and including the date of this Agreement and prior Effective Date to the Facility Termination Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the Extending Lenders upon the request account of the Borrower; provided that immediately after each such Facility LC is issued Borrower or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed any of its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending LendersSubsidiaries; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed the LOC Committed Amount, (ii) the sum of the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding plus Competitive Bid Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus its pro rata share of outstanding LOC Obligations shall not exceed such LOC Participant's Revolving Loan Commitment Percentage of the Revolving Committed Amount. The issuance and expiry date of each Letter of Credit shall be a Facility LC Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, each Letter of Credit shall have an original expiry date not more than one year from the date of issuance; provided that, at the option of the Borrower, Letters of Credit may be up subject to automatic renewal for periods not in excess of one year subject to the conditions that (1x) year later the Issuing Lender may give notice to the Borrower not less than the fifth Business Day 60 days prior to the Facility Termination Date effective date of such extension that it will not extend such Letter of Credit (and, during the existence and continuation of an Event of Default, the Issuing Lender agrees to give such notice if instructed by the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(lRequired Lenders to do so) and (y) no Letter of Credit (or renewal thereof). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has have an expiry date that is later than extending beyond the Revolving Loan Maturity Date. Each Letter of Credit shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Declining Lender’s Termination DateSubsidiaries, or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” ”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $50,000,000, and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC in accordance with Section 2.19(l)LC. Notwithstanding anything herein to the foregoingcontrary, the LC Issuer shall have no Declining Lender shall obligation hereunder to issue a any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of, with, or for the benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, except to the extent permissible for a Person organized under the Laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerCompany; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment$10,000,000, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iviii) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Aggregate Outstanding Revolving Credit Exposure shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateRevolving Credit Commitments. No Facility LC shall have an expiry date later than one year after the fifth Business Day prior to Facility Termination Date; provided, that, (i) any Facility LC with an expiration date later than the Facility Termination Date for shall be issued solely at the Extending Lenders; provided, however, that the expiry date of LC Issuer’s discretion and no LC Issuer shall have any obligation to issue a Facility LC may be up to one with an expiration date beyond the Facility Termination Date, and (1ii) year later than the fifth Business Day prior to any Facility LC that remains outstanding after the Facility Termination Date shall be cash collateralized by an amount equal to 105% of the LC Obligations, which amount shall be held in the Facility LC Collateral Account. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Borrower has Cash Collateralized LC Issuer from issuing such Facility LC, or any Requirement of Law relating to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in accordance particular or shall impose upon the LC Issuer with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a respect to such Facility LC that has an expiry any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the LC Issuer in good xxxxx xxxxx material to it, or (iii) if the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date that is later than its Declining Lender’s Termination Dateenacted, adopted, issued or implemented.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Section 2.01), upon the request of the Borrower, to issue standby Letters letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount agreed upon in writing between the Borrower and such LC Issuer’s LC Limit, ; (iib) the aggregate Dollar Amount stated amount of all Facility LCs that have scheduled expiry dates after the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vc) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced on obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility Termination Date LC in particular. Facility LCs may be issued for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateany proper corporate purpose. No Facility LC shall have an expiry date later than the fifth Business Day seven days prior to the Facility last scheduled Termination Date. By their execution of this Agreement, the parties hereto agree that on the Effective Date for (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Extending Lenders; provided, however, that rights and obligations of the expiry date of a Facility LC may issuer and the account party thereunder shall be up to one (1) year later than the fifth Business Day prior subject to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateterms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC issued by it (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment$250,000,000, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iviii) at any time at which the Leverage Ratio, determined as aggregate amount of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding LC Obligations issued by each LC Issuer shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Issuer’s LC Commitment. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; it being understood that if the Borrower has Cash Collateralized such so requests in any applicable Facility LC Application, each LC Issuer may, in accordance with Section 2.19(l). Notwithstanding the foregoingits sole and absolute discretion, no Declining Lender shall agree to issue a Facility LC that has an automatic extension provisions, provided that any such Facility LC must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Facility LC) by giving notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Facility LC is issued, and provided, further, that no Facility LC may have its expiry date that is extended to a date later than its Declining Lender’s Termination Datethe date referred to in clause (x) above.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions set forth of the Credit Agreement and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, the Lenders will participate in this Agreement, to issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”)the issuance by the Issuing Lender, from time to time and in Dollars, of such Domestic Letters of Credit from and including the date of this Agreement and prior Closing Date until the Termination Date as Xxxx may request, in a form acceptable to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerIssuing Lender; provided provided, however, that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer Domestic LOC Obligations outstanding shall not at any time exceed its LC Issuer’s LC Limit, TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the aggregate Dollar Amount sum of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed Revolving Loans plus Domestic LOC Obligations outstanding plus the Borrowing Base aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Inventory Valuation Determination Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in aggregate principal amount of outstanding Foreign Currency Loans plus the Aggregate Commitment on such dateDollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Facility LC Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date later than extending beyond the fifth Business Day prior to Termination Date. Each Domestic Letter of Credit shall comply with the Facility Termination Date for the Extending Lenders; provided, however, that the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateDay.

Issuance. Each The LC Issuer Issuers hereby agreesagree, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Maturity Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent the Facility LC Sublimit, (50%b) the aggregate amount of the outstanding LC Obligations in respect of all Facility LCs issued by any LC Issuer shall not exceed the LC Issuer Commitment of such LC Issuer and (c) the Dollar Amount of the Aggregate Commitment, (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Maturity Date (unless at the time of issuance or Modification of such Facility Termination Date if the Borrower has Cash Collateralized LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer in accordance with the procedures set forth in Section 2.19(l2.24.11) and (y) one year after its issuance or Modification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) above). All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything herein to the foregoingcontrary, no Declining Lender LC Issuer shall issue a have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (eacheach such letter of credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Revolving Credit Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day earlier of (x) one year after the Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in the preceding clause (x)). If one or more Facility LC’s are outstanding on the Revolving Commitment Termination Date, the Borrower shall pay to the LC Issuer cash, to be held by the LC Issuer, for the benefit of the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LC’s in an amount equal to 100% of the maximum aggregate amount which may be drawn under all Facility LC’s then outstanding (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, the LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which the LC Issuer’s notice of termination may be given to the beneficiaries of such Facility Termination Date for LC, the Extending Lenders; provided, however, LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the expiry date conditions to issuance of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding have not been satisfied or (ii) the foregoing, no Declining Lender shall issue a renewed Facility LC that has an expiry would extend beyond the date that is later than its Declining Lender’s Termination Datereferred to in clause (x) above.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $20,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on Commitments. Facility LCs may have an expiry date beyond the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Date, provided that (a) no Facility LC shall have an expiry date later than the fifth Business Day prior to date one year after the Facility Termination Date for and (b) the Extending Lenders; providedBorrower is unconditionally obligated, howeverwithout any further notice, that act or demand, to (x) pay to the expiry date of a Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC may be up Collateral Account, equal to one (1) year later than 105% to the fifth Business Day prior to amount of LC Obligations outstanding on the Facility Termination Date if or (y) provide a letter of credit in the Borrower has Cash Collateralized amount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in accordance with Section 2.19(l). Notwithstanding any country or territory that, at the foregoingtime of such funding, no Declining Lender shall issue is the subject of any Sanctions or (ii) in any manner that would result in a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateviolation of any Sanctions by any party to this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay (other than Barclays Bank PLC) letters of Credit credit denominated in U.S. Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its such LC Issuer’s LC Limit, Commitment (iior such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent the LC Sublimit; (50%) of the Aggregate Commitment, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and -------- conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action a “"Modification”"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is -------- issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $15,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if (unless (z) below is applicable), (y) one year after its issuance and (z) one year after the Borrower has Cash Collateralized such Facility Termination Date, provided, however, that -------- ------- the LC Issuer, as a condition to issuing any Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that which has an expiry date that is later than its Declining Lender’s the Facility Termination Date, may require that the Borrower (A) deposit cash in the amount of the resulting LC Obligations in an interest-bearing account maintained with the LC Issuer for application to the Borrower's reimbursement obligations under Section 2.21.6 as payments are made on each such Facility LC, with the balance, if any, returned to the Borrower upon the expiration of the Facility LC with the latest expiry date, or (B) provide one or more irrevocable letters of credit in form and substance, and issued by a bank and satisfactory to the LC Issuer, pursuant to which the LC Issuer is entitled to recover the maximum amount at any time payable under each such Facility LC, plus all costs and fees then or thereafter payable with respect to such Facility LC under the terms of this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby (or continue) Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Restatement Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum Dollar amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $5,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (ivD) at such Facility LC contains any time at which the Leverage Ratio, determined as provision for automatic reinstatement of the last day stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to such LC Issuer have been entered into to eliminate such LC Issuer’s risk with respect to the most recent fiscal quarterparticipation in Facility LCs of such Defaulting Lender or Lenders, exceeds 55%, which may include requiring the aggregate principal Borrower to post cash collateral with the Administrative Agent in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Obligations. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than and (y) one year after its Declining Lender’s Termination Dateissuance.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action a “"Modification”"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent the lesser of: (50%a) $5,000,000, and (b) the Collateral Value of the Aggregate CommitmentBorrowing Base minus the amount of all Revolving Loans and Swing Line Loans outstanding, and (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance. Under the Borrower has Cash Collateralized such Existing Credit Agreement, Zions, as the "LC Issuer" (as defined therein) issued the Existing Letters of Credit. Effective as of the Effective Date, the Existing Letters of Credit shall be deemed "Facility LC in accordance LCs for all purposes of this Agreement and the other Loan Documents. All issuance fees paid to the "Lenders" under (and as defined in) the Existing Credit Agreement with Section 2.19(l). Notwithstanding respect to the foregoing, no Declining Lender Existing Letters of Credit shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.be pro rated as of the Effective Date and the Lenders hereunder allocated their respective Pro Rata Shares thereof by those of the Lenders which were "Lenders" under the Existing Credit Agreement..

Issuance. Each The LC Issuer hereby agreesIssuers may, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement and subject to their respective discretion, to issue standby Letters and performance letters of Credit denominated credit in Dollars (each, together with the letters of credit deemed issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Closing Exhibit 10.1 Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the any Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $25,000,000; provided such sublimit may be increased, in an amount not to exceed $75,000,000 in the aggregate, from time to time upon agreement between the Administrative Agent and Borrowers, so long as any such increase has been appropriately agreed to by a Lender (50%) of that is or shall become an LC Issuer), on terms and conditions reasonably satisfactory to the Aggregate Commitment, Administrative Agent and (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that any Facility LC (x) may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended for a specific time period unless the LC Issuer gives notice to the beneficiary of a such Facility LC may be up to one (1) year later than the fifth Business Day at least a specified time prior to the Facility Termination Date expiry date then in effect and/or (y) may have an expiration date more than one year from the date of issuance if required under related industrial revenue bond documents and agreed to by the Borrower has Cash Collateralized such LC Issuer and the Administrative Agent. Notwithstanding anything herein to the contrary, the LC Issuers shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in accordance with Section 2.19(l). Notwithstanding any country or territory that, at the foregoingtime of such funding, no Declining Lender shall issue is the subject of any Sanctions, (ii) in any manner that would result in a Facility violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of the relevant LC that has an expiry date that is later than its Declining Lender’s Termination DateIssuer applicable to letters of credit generally.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under . Any reference in this Section 2.19.(a) 2.19 to a request for a Facility LC by the Borrower shall be reduced on deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on LC requested by any such datePerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC other than Extended Facility LCs issued pursuant to Section 2.19.13 shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that the expiry date of a any Facility LC with a one-year term may be up to one provide for the renewal thereof for additional one-year periods that do not extend beyond the date referenced in clause (1x) year later than hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the fifth Business Day prior Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date, Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender LCs and shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to and benefit from this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request and for the account of the Borrower; provided that immediately after each such the maximum face amount of the Facility LC is to be issued or Modified, does not exceed the lesser of (i) an amount equal to $20,000,000 minus the sum of (1) the aggregate maximum undrawn amount then available for drawing under of all outstanding Facility LCs issued by at such LC Issuer shall not exceed its LC Issuer’s LC Limittime plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateAvailability. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lenders; providedDate, however, that the expiry date of a Facility LC may be up to and (y) one (1) year later than after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the fifth Business Day prior renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above). Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility Termination Date LC (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Borrower has Cash Collateralized LC Issuer from issuing such Facility LC, or any applicable law relating to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in accordance particular or shall impose upon the LC Issuer with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a respect to such Facility LC that has an expiry any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer in good xxxxx xxxxx material to it, or (iii) if the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Closing Date for purposes of clause (ii) above, regardless of the date that is later than its Declining Lender’s Termination Dateenacted, adopted, issued or implemented.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $25,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on Commitments. Facility LCs may have an expiry date beyond the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Date, provided that (a) no Facility LC shall have an expiry date later than the fifth Business Day prior to date one year after the Facility Termination Date for and (b) the Extending Lenders; providedBorrower is unconditionally obligated, howeverwithout any further notice, that act or demand, to (x) pay to the expiry date of a Agent an amount in immediately available funds, which funds shall be held in the Facility LC may be up Collateral Account, equal to one (1) year later than the fifth Business Day prior to amount of LC Obligations outstanding on the Facility Termination Date if or (y) provide a standby letter of credit in the Borrower has Cash Collateralized amount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the Required Lenders and the Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC in accordance with Section 2.19(l). Notwithstanding LC”) shall each be deemed to be a “Facility LC” issued on the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateof this Agreement for all purposes of the Loan Documents.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under . Any reference in this Section 2.19.(a) 2.19 to a request for a Facility LC by the Borrower shall be reduced on deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on LC requested by any such datePerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such and (y) one year after its issuance; provided, however, that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods that do not extend beyond the date referenced in accordance with Section 2.19(l)clause (x) hereof. Notwithstanding Schedule 2.19.1 sets forth certain letters of credit issued under the foregoingPrior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, no Declining Lender such letters of credit shall issue a constitute, on and after the Closing Date, Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLCs and shall be subject to and benefit from this Agreement.

Issuance. Each The LC Issuer Issuers hereby agreesagree, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Maturity Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent the Facility LC Sublimit and (50%) of the Aggregate Commitment, (iiib) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Maturity Date (unless at the time of issuance or Modification of such Facility Termination Date if the Borrower has Cash Collateralized LC, such Facility LC has been cash collateralized to the reasonable satisfaction of the applicable LC Issuer in accordance with the procedures set forth in Section 2.19(l2.24.11) and (y) one year after its issuance or Modification; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which shall in no event extend beyond the date referred to in clause (x) above). All Existing Facility LCs shall be deemed to have been issued pursuant to this Agreement and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Notwithstanding anything herein to the foregoingcontrary, no Declining Lender LC Issuer shall issue a have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the support of the Borrower’s or its Subsidiaries’ obligations and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $25,000,000, and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The Borrower unconditionally and irrevocably agrees that, in connection with any Facility LC issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of all payments made by the LC Issuers in respect of Facility LCs in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.19(d) to the same extent as if it were the sole account party in respect of such Facility LC (iv) at the Borrower hereby irrevocably waiving any time at which the Leverage Ratio, determined defenses that might otherwise be available to it as a guarantor or surety of the last day obligations of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount such a Subsidiary that is an account party in respect of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the any such Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC). No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the Facility Termination Date in accordance an amount equal to at least 103% of the LC Obligations with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a respect to such Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLC.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby (or continue) Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Restatement Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum Dollar amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $10,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (ivD) at such Facility LC contains any time at which the Leverage Ratio, determined as provision for automatic reinstatement of the last day stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to such LC Issuer have been entered into to eliminate such LC Issuer’s risk with respect to the most recent fiscal quarterparticipation in Facility LCs of such Defaulting Lender or Lenders, exceeds 55%, which may include requiring the aggregate principal Borrower to post cash collateral with the Administrative Agent in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Obligations. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than and (y) one year after its Declining Lender’s Termination Dateissuance.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay (other than Barclays Bank PLC) letters of Credit denominated credit in U.S. Dollars (each, or a “Facility LC”) Foreign Currency in a form reasonably acceptable to the applicable LC Issuer and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its such LC Issuer’s LC Limit, Commitment (iior such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent the LC Sublimit; (50%) of the Aggregate Commitment, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated credit in Dollars U.S. dollars (each, as amended, modified or extended, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC issued by it (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $150,000,000 and (50%) of the Aggregate Commitment, (iiib) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth earlier of (c) one year after the date of issuance and (d) except as otherwise provided in Section 2.19.13, five (5) Business Day Days prior to the Facility Termination Date Date; provided that any Letter of Credit with a one-year tenor may provide for the Extending Lenders; providedrenewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (d) above). Facility LCs shall be issued in minimum face amounts of $5,000,000 (or such lesser amounts to which the applicable LC Issuer may agree). The Existing Letter of Credit shall be deemed to have been issued pursuant hereto on the date hereof, howeverand from and after the date hereof shall be subject to and governed by the terms and conditions hereof. Anything contained herein to the contrary notwithstanding, that the expiry date of a JPMorgan Chase Bank, N.A. shall have no obligation to issue any Facility LC may be up to one (1) year later other than the fifth Business Day prior Existing Letter of Credit unless it shall agree to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC do so in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datesole and absolute discretion.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated in Dollars for the account of the Borrower (or the joint account of the Borrower and one or more of its Subsidiaries or other Persons in which the Borrower (directly or indirectly) owns any Capital Stock) (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate CommitmentFacility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Borrowing Base Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending LendersDate; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l2.17(l). Notwithstanding the foregoing, no Declining Lender An LC Issuer shall not be under any obligation to issue a any Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.if the issuance of such Facility LC would violate one or more policies of such LC Issuer applicable to Letters of Credit. 44

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue to any Loan Party standby and commercial Letters of Credit denominated in Dollars (each, a “Facility "FACILITY LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify"MODIFY,” " and each such action a “Modification”"MODIFICATION"), from time to time from and including the date Closing Date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower, on behalf of itself or the applicable Loan Party; provided that immediately after each such that, the maximum face amount of the Facility LC is to be issued or Modified, does not exceed the lesser of (i) an amount equal to $20,000,000 minus the sum of (1) the aggregate maximum undrawn amount then available for drawing under of all outstanding Facility LCs issued by at such LC Issuer shall not exceed its LC Issuer’s LC Limittime plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateAvailability. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that each Facility LC with a one-year tenor may provide for the Extending Lenders; providedrenewal thereof for additional one-year periods. The Agent, however, the Lenders and the Loan Parties hereby acknowledge and agree that the expiry date Letters of Credit listed on Schedule 2.1.2 attached hereto ("CLOSING DATE LCS") shall constitute Facility LCs for all purposes hereunder. In no event shall the Closing Date LCs be subject to Modification and, upon expiration thereof, such Closing Date LCs shall be replaced (if necessary) by new Facility LCs hereunder. Until the expiration of the Closing Date LCs, KeyBank shall be a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateIssuer for purposes of this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue to the Borrower standby and commercial Letters of Credit denominated in Dollars (each, and each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower Representative for the account of the applicable Borrower; provided that immediately after each such that, the maximum face amount of the Facility LC is to be issued or Modified, Modified does not exceed the lesser of (i) an amount equal to $100,000,000 minus the sum of (1) the aggregate maximum undrawn amount then available for drawing under of all outstanding Facility LCs issued by at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) Availability; provided further that the LC Issuer Obligations in respect of standby Letters of Credit shall not exceed its $50,000,000. On the Effective Date, each Existing Letter of Credit shall be deemed to be a Facility LC Issuer’s LC Limit, (ii) issued hereunder for the aggregate Dollar Amount account of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateapplicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the Extending Lenders; provided, however, that renewal thereof for additional one-year periods (which shall in no event extend beyond the expiry date of a Facility LC may be up referred to one in clause (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(labove). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under . Any reference in this Section 2.19.(a) 2.19 to a request for a Facility LC by the Borrower shall be reduced on deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on LC requested by any such datePerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that the expiry date of a any Facility LC with a one-year term may be up to one provide for the renewal thereof for additional one-year periods that do not extend beyond the date referenced in clause (1x) year later than hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the fifth Business Day prior Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date, Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender LCs and shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to and benefit from this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $50,000,000, and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC in accordance with Section 2.19(l)LC. Notwithstanding anything herein to the foregoingcontrary, the LC Issuer shall have no Declining Lender shall obligation hereunder to issue a any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of, with, or for the benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, except to the extent permissible for a Person organized under the Laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars Agreed Currencies (each, together with the Existing Letters of Credit deemed issued hereunder pursuant to Section 2.19.13, a “Facility LC”; provided, that with respect to any Letter of Credit issued hereunder in a Foreign Currency, such term shall also be deemed to include any advance guaranty, performance bond or similar guaranty deemed appropriate by the LC Issuer) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Revolving Loan Termination Date for the Extending Lenders upon the request of the BorrowerCompany; provided that immediately after each such Facility LC is issued or ModifiedModified and subject to Section 2.7(b)(ii) and 2.7(d), (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment$60,000,000, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iviii) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate outstanding principal amount Dollar Amount of all Consolidated Senior Debt Borrowings outstanding Eurocurrency Advances and LC Obligations in Foreign Currencies shall not exceed the Borrowing Base determined as Maximum Foreign Currency Amount and (iv) the aggregate Dollar Amount of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) outstanding LC Obligations of any individual LC Issuer shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on not exceed such dateLC Issuer’s Applicable LC Sublimit. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Revolving Loan Termination Date if and (y) one year after its issuance (or, in the Borrower has Cash Collateralized case of any renewal or extension thereof, one year after such Facility LC in accordance with Section 2.19(lrenewal or extension). Notwithstanding anything herein to the foregoingcontrary, no Declining Lender LC Issuer shall issue a have any obligation hereunder to issue, and shall issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit credit denominated in Dollars any Agreed Currency (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify,” and each such action a “Modification”), from time to time from and (including on the date of this Agreement and Effective Date) prior to the Facility Termination Date for the Extending Lenders Date, upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment$200,000,000, (iiib) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (ivc) at any time at which the Leverage Ratio, determined as aggregate amount of the last day outstanding LC Obligations of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding any LC Issuer shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateits LC Commitment. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized and (y) one year after its issuance; provided that any Facility LC may contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the applicable Borrower or the applicable LC Issuer for periods up to one year unless (A) prior to the date specified in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that has an such Facility LC shall not be renewed or (B) the new expiry date that is later than its Declining Lender’s day of such Facility LC would extend beyond the fifth Business Day prior to the Facility Termination Date.

Issuance. Each LC Issuer hereby Lender agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding Facility LCs issued by such LC Issuer Obligations shall not exceed its LC Issuer’s LC Limit$20,000,000, and (ii) the aggregate Dollar Amount amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Revolving Exposure shall not exceed the Aggregate CommitmentRevolving Commitment Amount. The expiration date of each Facility LC must be 5 years or less from its issuance date, (iv) at any time at with the exception of one Facility LC in an amount not to exceed $1,500,000 which the Leverage Ratio, determined as may have an expiration date of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such up to 7 years from its issuance date. No Facility LC shall have an expiry date later than In the event either party elects not to renew or extend the Credit Agreement (either by new agreement or amendment), or this Agreement otherwise terminates pursuant to the terms hereof, Borrower agrees to Cash Collateralize, on or before the fifth Business Day prior to the Facility Termination Date for Date, an amount equal to 100% of the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one (1) year Obligations that have any expiration date later than the fifth Business Day prior Facility Termination Date. Notwithstanding anything herein to the Facility Termination Date if the Borrower has Cash Collateralized such contrary, Lender shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in accordance with Section 2.19(l). Notwithstanding any country or territory that, at the foregoingtime of such funding, no Declining Lender shall issue is the subject of any Sanctions or (ii) in any manner that would result in a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateviolation of any Sanctions by any party to this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (eacheach such letter of credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Revolving Credit Termination Date for the Extending Lenders upon the request of the Borrower; provided that providedthat immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day earlier of (x) one year after the Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in the preceding clause (x)). If one or more Facility LC’s are outstanding on the Revolving Commitment Termination Date, the Borrower shall pay to the LC Issuer cash, to be held by the LC Issuer, for the benefit of the Lenders, in the Facility LC Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LC’s in an amount equal to 100% of the maximum aggregate amount which may be drawn under all Facility LC’s then outstanding (which cash will be invested pursuant to the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent.If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, the LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the last day upon which the LC Issuer’s notice of termination may be given to the beneficiaries of such Facility Termination Date for LC, the Extending Lenders; provided, however, LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the expiry date conditions to issuance of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding have not been satisfied or (ii) the foregoing, no Declining Lender shall issue a renewed Facility LC that has an expiry would extend beyond the date that is later than its Declining Lender’s Termination Datereferred to in clause (x) above.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay (other than Barclays Bank PLC) letters of Credit credit denominated in U.S. Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its such LC Issuer’s LC Limit, Commitment (iior such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent (50%) of the Aggregate CommitmentLC Sublimit, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not be later than one year following such next scheduled Termination Date) so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters or commercial letters of Credit credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $20,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one (1) year after its issuance; provided, however, that (x) the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized Borrowers have posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC, and (y) any LC Issuer may issue any Auto-Extension Facility LC in accordance with Section 2.19(l)2.19(c) below. Notwithstanding anything herein to the foregoingcontrary, no Declining Lender LC Issuer shall have any obligation hereunder to issue a any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of, with, or for the benefit of any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, except to the extent permissible for a Person organized under the Laws of the United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of any Sanctions by any party to this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” ”, and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $0 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed its $0, as such amount may be increased or decreased from time to time with the written consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of but in all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) events shall be reduced on subject to the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Commitment). No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in accordance with Section 2.19(lno event extend beyond the date referenced in clause (x) above). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” ", and each such action a “"Modification”"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the "LC Commitment"), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount 25% of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto and issued for the account of the Borrower has Cash Collateralized such or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LC LCs issued pursuant to this Agreement, and any reference in accordance with Section 2.19(l). Notwithstanding this Agreement to the foregoing, no Declining Lender shall issue "issuance" of a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date(or "issue" or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue to the Borrower standby and commercial Letters of Credit denominated in Dollars (each, and each Existing Letter of Credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower Representative for the account of the applicable Borrower; provided that immediately after each such that, the maximum face amount of the Facility LC is to be issued or Modified, Modified does not exceed the lesser of (i) an amount equal to $100,000,000 minus the sum of (1) the aggregate maximum undrawn amount then available for drawing under of all outstanding Facility LCs issued by at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time and (ii) Availability; provided further that the LC Issuer Obligations in respect of standby Letters of Credit shall not exceed its $25,000,000. On the Closing Date, each Existing Letter of Credit shall be deemed to be a Facility LC Issuer’s LC Limit, (ii) issued hereunder for the aggregate Dollar Amount account of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateapplicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Letter of Credit with a one-year tenor may provide for the Extending Lenders; provided, however, that renewal thereof for additional one-year periods (which shall in no event extend beyond the expiry date of a Facility LC may be up referred to one in clause (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(labove). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters letters of Credit denominated credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the a Borrower; provided that (A) immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $150,000,000, (50%ii) of the Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iv) the aggregate amount of the outstanding LC Obligations associated with the Facility LCs issued by a LC Issuer shall not exceed such LC Issuer’s Facility LC Fronting Sublimit without the consent of such LC Issuer and (B) the LC Issuer has not received written notice from any Lender, the Administrative Agent or the Company, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Facility LC, that one or more applicable conditions contained in Section 4.2 has not been satisfied. The Borrowers may, at any time at which and from time to time, reduce or increase the Leverage Ratio, determined as Facility LC Fronting Sublimit of any LC Issuer with the consent of the last day applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of the most recent fiscal quarterany LC Issuer if, exceeds 55%after giving effect to such reduction or increase, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding conditions set forth in clauses (A)(i) through (A)(iv) above shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such datesatisfied. No Facility LC shall have an expiry date later than the fifth earlier of (x) the seventh Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, provided that the expiry date of a no Facility LC may be up to one (1) year later than the fifth Business Day prior to expire after the Facility Termination Date if of any Lender who did not agree to extend the Borrower has Cash Collateralized such Facility LC Termination Date in accordance with Section 2.19(l)2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) for the period following such Facility Termination Date would be less than the available amount of the Facility LCs expiring after such Facility Termination Date. Notwithstanding the foregoing, no Declining Lender The Existing Facility LCs shall be deemed to be Facility LCs issued and outstanding under this Agreement. The LC Issuer shall not be under any obligation to issue a any Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.if:

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the Facility Termination Date for the Extending Lenders upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $75,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the Borrower has Cash Collateralized renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LC LCs extend beyond the period in accordance with Section 2.19(l)clause (x) hereof. Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has shall be permitted to have an expiry date that is later than after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above, (a) deposited with the Administrative Agent cash collateral equal to the outstanding face amount of such Facility LC or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its Declining Lender’s Termination Datesole discretion. On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Facility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Effective Date and prior to the Facility Termination Date for the Extending Lenders upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $50,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the Borrower has Cash Collateralized renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LC LCs extend beyond the period in accordance with Section 2.19(l)clause (x) hereof. Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has shall be permitted to have an expiry date that is later than after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above, (a) deposited with the Administrative Agent cash collateral equal to the outstanding face amount of such Facility LC or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its Declining Lender’s Termination Datesole discretion. On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Facility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue (or continue) standby and commercial Letters of Credit denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the Existing Credit Agreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Restatement Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum Dollar amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $30,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that the LC Issuer shall not be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of the LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (ivD) at such Facility LC contains any time at which the Leverage Ratio, determined as provision for automatic reinstatement of the last day stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to the most recent fiscal quarterLC Issuer have been entered into to eliminate the LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, exceeds 55%, which may include requiring the aggregate principal Borrowers to post cash collateral with the LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Obligations. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the LC Issuer in an amount equal to 105% of the LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in accordance with Section 2.19(l). Notwithstanding the foregoingExisting Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be Facility LCs issued under, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateand subject to the terms and conditions of this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (eacheach such letter of credit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Revolving Credit Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ix) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate LC Commitment, (iiiy) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (ivz) the aggregate amount of LC Obligations of any LC Issuer at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Facility LC shall have an expiry date later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Facility Revolving Commitment Termination Date Date, the Borrower shall deliver to the Agent cash, to be held by the Agent, for the Extending benefit of the LC Issuers and the Lenders; provided, however, that in the expiry date of a Facility LC may Collateral Account as security for the LC Obligations in respect of subsequent drawings under all then outstanding Facility LCs in an amount equal (when aggregated with all other Cash Collateral in the Facility LC Collateral Account) to the Minimum Collateral Amount (which cash will be up invested pursuant to one the requirements of Section 2.20.11), pursuant to documentation in form and substance reasonably satisfactory to the Agent. If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Facility LC, such LC Issuer shall timely give notice of termination if (1i) year later than as of the fifth Business Day close of business on the seventeenth (17th) day prior to the last day upon which such LC Issuer's notice of termination may be given to the beneficiaries of such Facility Termination Date if LC, such LC Issuer has received a notice of termination from the Borrower has Cash Collateralized or a notice from the Agent that the conditions to issuance of such Facility LC in accordance with Section 2.19(l). Notwithstanding have not been satisfied or (ii) the foregoing, no Declining Lender shall issue a renewed Facility LC that has an expiry would extend beyond the date that is later than its Declining Lender’s Termination Datereferred to in clause (x) above.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and documentary letters of Credit credit denominated in Dollars Agreed Currencies (each, each a “Facility LCLetter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Facility LC Letters of Credit (“Modify,” and each such action a “Modification”), ) from time to time from and including the date of this Agreement and prior Third Restatement Date to the Facility Termination Date for the Extending Lenders upon the request of the a Borrower; provided that immediately after each such Facility LC any Letter of Credit is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (ivii) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding LC Exposure shall not exceed $50,000,000, (iii) the Borrowing Base determined as of the most recent Inventory Valuation Date; aggregate Multicurrency Loans, Swingline Exposure not denominated in Dollars and (v) amounts available under this Section 2.19.(a) LC Exposure not denominated in Dollars shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such datenot exceed $100,000,000. No Facility LC Letter of Credit shall have an expiry date later than after the fifth earlier of (x) five Business Day Days prior to the scheduled Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and (y) the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the Extending Lenders; provided, however, that renewal thereof for additional one-year periods not to extend beyond the expiry date of a Facility LC may be up to one five (15) year later than the fifth Business Day Days prior to the scheduled Facility Termination Date Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and (iv) except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed $25,000,000 (or if the Borrower has Cash Collateralized maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, to 50% of such Facility LC in accordance with Section 2.19(llesser amount). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue (or continue) standby and commercial Letters of Credit denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the Existing Credit Agreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Restatement Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum Dollar amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $40,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that the LC Issuer shall not be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of the LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (ivD) at such Facility LC contains any time at which the Leverage Ratio, determined as provision for automatic reinstatement of the last day stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to the most recent fiscal quarterLC Issuer have been entered into to eliminate the LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, exceeds 55%, which may include requiring the aggregate principal Borrower to post cash collateral with the LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Obligations. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized posted on or before the fifth Business Day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the LC Issuer in an amount equal to 105% of the LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in accordance with Section 2.19(l). Notwithstanding the foregoingExisting Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be Facility LCs issued under, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateand subject to the terms and conditions of this Agreement.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated in Dollars credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Revolving Loan Commitment, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Revolving Loan Commitment and (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal face amount of all Consolidated Senior Debt Borrowings Facility LCs issued and then outstanding by any LC Issuer shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under such LC Issuer’s Applicable LC Sublimit. Any reference in this Section 2.19.(a) 2.19 to a request for a Facility LC by the Borrower shall be reduced on deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on LC requested by any such datePerson shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC other than Extended Facility LCs issued pursuant to Section 2.19.13 shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, that the expiry date of a any Facility LC with a one-year term may be up to one provide for the renewal thereof for additional one-year periods that do not extend beyond the date referenced in clause (1x) year later than hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the fifth Business Day prior Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the 49 conditions precedent set forth in Sections 4.1 and 4.2, such letters of credit shall constitute, on and after the Closing Date, Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender LCs and shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to and benefit from this Agreement.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters letters of Credit denominated credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the a Borrower; provided that (A) immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $150,000,000, (50%ii) of the Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (B) the LC Issuer has not received written notice from any Lender, the Administrative Agent or the Company, at least one (iv1) at any time at which Business Day prior to the Leverage Ratio, determined as requested date of issuance or amendment of the last day of the most recent fiscal quarterapplicable Facility LC, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall that one or more applicable conditions contained in Section 4.2 has not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such datebeen satisfied. No Facility LC shall have an expiry date later than the fifth earlier of (x) the seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) for the Extending Lendersperiod following such Facility Termination Date would be less than the available amount of the Facility LCs expiring after such Facility Termination Date. The Existing Facility LCs shall be deemed to be Facility LCs issued and outstanding under this Agreement; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by Bank of America, as the expiry date LC Issuer under this Agreement, upon the expiration and/or maturity thereof and shall not be otherwise extended, renewed or modified. The LC Issuer shall not be under any obligation to issue any Letter of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.Credit if:

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount of such LC Issuer’s LC Limit, Pro Rata Share of the LC Sublimit (iior such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent the LC Sublimit; (50%) of the Aggregate Commitment, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Section 2.01), upon the request of the Borrower, to issue standby Letters letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount agreed upon in writing between the Borrower and such LC Issuer’s LC Limit, ; (iib) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent (50%) the lesser of $4,000,000,000 and the Aggregate Commitment, Commitment Amount; (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced on obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility Termination Date LC in particular. Facility LCs may be issued for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateany proper limited liability company (or, if applicable, corporate) purpose. No Facility LC shall have an expiry date later than the fifth Business Day seven days prior to the Facility last scheduled Termination Date. By their execution of this Agreement, the parties hereto agree that on the Effective Date for (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Extending Lenders; provided, however, that rights and obligations of the expiry date of a Facility LC may issuer and the account party thereunder shall be up to one (1) year later than the fifth Business Day prior subject to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateterms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its $250,000,000 (or such higher amount agreed upon in writing between the Borrower and such LC Issuer’s LC Limit, ); (iib) the aggregate Dollar Amount stated amount of all Facility LCs that have scheduled expiry dates after the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vc) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth out in this Agreement, to issue standby Financial Letters of Credit, Performance Letters of Credit, Documentary Letters of Credit denominated in Dollars and Bank Guaranties (collectively with the Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination date that is 5 Business Days prior to its respective Commitment Maturity Date for the Extending Lenders upon the request of the Borrowerany Borrower or any Restricted Subsidiary; provided that (a) each Facility LC shall be issued in an Agreed Currency, (b) immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit (i) in the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its or with respect to any LC Issuer’s LC Limit), (iic) the aggregate Dollar Amount of the outstanding immediately after each such Facility LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitmentis issued or Modified, (iii) the Aggregate Outstanding Credit Exposure shall may not exceed the Aggregate Commitment, and (ivd) at if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%Lender, the aggregate principal stated amount of such Facility LC, together with the undrawn stated amount of all Consolidated Senior Debt Borrowings outstanding shall other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the Borrowing Base determined as portion of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment not expiring on such dateCommitment Maturity Date. No Facility LC shall have an initial expiry date later than five years after its issuance. Any Facility LC may provide for the fifth Business Day renewal thereof for additional one-year periods unless the applicable LC Issuer provides prior notice of non-renewal to the Facility Termination Date for the Extending Lenders; providedbeneficiary, however, that which periods shall not in any event extend the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with more than 12 months beyond the respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.19(l)2.26.13 hereof. Notwithstanding On the foregoingClosing Date, no Declining Lender all Existing Letters of Credit shall issue a automatically, without any action on the part of any Person, be deemed to be Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLCs issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions hereof.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters letters of Credit denominated credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the a Borrower; provided that (A) immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $150,000,000, (50%ii) of the Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (B) the LC Issuer has not received written notice from any Lender, the Administrative Agent or the Company, at least one (iv1) at any time at which Business Day prior to the Leverage Ratio, determined as requested date of issuance or amendment of the last day of the most recent fiscal quarterapplicable Facility LC, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall that one or more applicable conditions contained in Section 4.2 has not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such datebeen satisfied. No Facility LC shall have an expiry date later than the fifth earlier of (x) the seventh Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that no Facility LC may expire after the Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with Section 2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) for the Extending Lendersperiod following such Facility Termination Date would be less than the available amount of the Facility LCs expiring after such Facility Termination Date. The Existing Facility LCs shall be deemed to be Facility LCs issued and outstanding under this Agreement; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by JPMCB, as the expiry date LC Issuer under this Agreement, upon the expiration and/or maturity thereof and shall not be otherwise extended, renewed or modified. The LC Issuer shall not be under any obligation to issue any Letter of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.Credit if:

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its $100,000,000 (or such higher amount agreed upon in writing between the Borrower and such LC Issuer’s LC Limit, ); (iib) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent (50%) of the Aggregate CommitmentLC Sublimit, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not be later than one year following such next scheduled Termination Date) so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. (i) Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit credit denominated solely in Dollars dollars (each, including the Existing Facility LCs, a “Facility LC”) and ), to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action action, a “Modification”)) and to honor drawings under Facility LCs, from time to time from and including during the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders Availability Period upon the request of the Borrower; , provided that immediately after each such Facility LC is issued or ModifiedModified or drawn upon, (ix) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment$100,000,000, (iiiy) the Aggregate Outstanding Revolving Credit Exposure of any Lender shall not exceed the Aggregate Commitment, Commitment of such Lender and (ivz) at any time at which the Leverage Ratio, determined as aggregate of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount Revolving Credit Exposures of all Consolidated Senior Debt Borrowings outstanding the Lenders shall not exceed the Borrowing Base determined as aggregate of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Commitments. Each request by the Borrower for the issuance or amendment of a Facility LC shall be reduced on deemed to be a representation by the Borrower that the Facility Termination Date for LC or Modification or drawing so requested complies with the Non-Extending Lenders as a result of the reduction conditions set forth in the Aggregate Commitment on such dateproviso to the preceding sentence. No Other than as permitted under Section 2.22(a)(ii) or 2.22(m), no Facility LC shall have an expiry date later than the fifth Business Day prior to date that is (x) twelve (12) months after the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date issuance or last extension of a such Facility LC may be up to one (1unless the Required Lenders have approved such an expiry date) year later than and (y) the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Date; provided, that any Facility LC may (1) provide for renewal thereof for additional periods of up to twelve (12) months (which in accordance with Section 2.19(l). Notwithstanding no event shall extend beyond the foregoing, date referred to in the preceding sentence) and (2) have a later expiry date (but in no Declining Lender shall issue a Facility LC that has an expiry event later than the date that is one year after the Termination Date) if cash collateralized on terms reasonably satisfactory to the Administrative Agent and the relevant LC Issuer and in an amount equal to 105% of the face amount thereof no later than its Declining Lender’s fifteen (15) days prior to the Termination Date. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Facility LCs shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Facility LCs to replace Facility LCs that have expired or that have been drawn upon and reimbursed. The letters of credit identified on Schedule 2.22 (the “Existing Facility LCs”) shall be deemed to have been issued pursuant hereto as of the Availability Date, and from and after the Availability Date shall be subject to and governed by the terms and conditions hereof.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $50,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance. If the Borrower has Cash Collateralized such so requests in any applicable Facility LC Application, the LC Issuer may, in accordance with Section 2.19(l). Notwithstanding the foregoingits sole and absolute discretion, no Declining Lender shall agree to issue a Facility LC that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Facility LC) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Facility LC is issued. Unless otherwise directed by the LC Issuer, the Borrower shall not be required to make a specific request to the LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the LC Issuer to permit the extension of such Facility LC at any time to an expiry date not later than the Facility Termination Date; provided, however, that the LC Issuer shall not permit any such extension if (a) the LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of the provisions of this Section 2.20 or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is later than its Declining seven Business Days before the Non-Extension Notice Date (i) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (ii) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each case directing the LC Issuer not to permit such extension. The LC Issuer shall not be under any obligation to issue any Facility LC if a default of any Lender’s Termination Dateobligations to fund under Section 2.20 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the LC Issuer has entered into arrangements satisfactory to the LC Issuer with the Borrower or such Lender to eliminate the LC Issuer’s risk with respect to such Lender.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue commercial and standby Letters letters of Credit denominated credit in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the a Borrower; provided that (A) immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $75,000,000, (50%ii) of the Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iv) the aggregate amount of the outstanding LC Obligations associated with the Facility LCs issued by a LC Issuer shall not exceed such LC Issuer’s Facility LC Fronting Sublimit without the consent of such LC Issuer and (B) the LC Issuer has not received written notice from any Lender, the Administrative Agent or the Company, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Facility LC, that one or more applicable conditions contained in Section 4.2 has not been satisfied. The Borrowers may, at any time at which and from time to time, reduce or increase the Leverage Ratio, determined as Facility LC Fronting Sublimit of any LC Issuer with the consent of the last day applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of the most recent fiscal quarterany LC Issuer if, exceeds 55%after giving effect to such reduction or increase, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding conditions set forth in clauses (A)(i) through (A)(iv) above shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such datesatisfied. No Facility LC shall have an expiry date later than the fifth earlier of (x) the seventh Business Day prior to the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, provided that the expiry date of a no Facility LC may be up to one (1) year later than the fifth Business Day prior to expire after the Facility Termination Date if of any Lender who did not agree to extend the Borrower has Cash Collateralized such Facility LC Termination Date in accordance with Section 2.19(l)2.28 if, after giving effect to such issuance, the aggregate Commitments of the extending Lenders (including any replacement Lenders) for the period following such Facility Termination Date would be less than the available amount of the Facility LCs expiring after such Facility Termination Date. Notwithstanding the foregoing, no Declining Lender The Existing Facility LCs shall be deemed to be Facility LCs issued and outstanding under this Agreement. The LC Issuer shall not be under any obligation to issue a any Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.if:

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit denominated in Dollars for the account of the Borrower (or the joint account of the Borrower and one or more of its Subsidiaries or other Persons in which the Borrower (directly or indirectly) owns any Capital Stock) (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate CommitmentFacility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, Commitment and (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Borrowing Base Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending LendersDate; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section ‎Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date.

Issuance. Each The LC Issuer Issuers hereby agreesagree, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters and commercial letters of Credit denominated credit in Dollars (each, together with the letters of credit deemed issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iviii) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal stated amount of all Consolidated Senior Debt Borrowings outstanding Facility LCs shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; $200,000,000 and (viv) amounts available under this Section 2.19.(a) the aggregate stated amount of all Facility LCs issued by a single LC Issuer shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on not exceed such dateLC Issuer’s LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to and (y) one (1) year later than after its issuance; provided that any Facility LC with a one-year tenor may provide for the fifth Business Day prior renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (x) above). Notwithstanding anything herein to the contrary, such LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility Termination Date LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. any country or territory that, at the Borrower has Cash Collateralized time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. In addition, no LC Issuer shall at any time be obligated to issue any Facility LC hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC, or any applicable law applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in accordance particular or shall impose upon such LC Issuer with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a respect to letters of credit generally or such Facility LC in particular any restriction or reserve or capital requirement (for which such LC Issuer is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such LC Issuer as of the Closing Date and that such LC Issuer in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 4.2 are not satisfied, (C) the issuance of such Facility LC would violate one or more policies of such LC Issuer applicable to letters of credit generally or (D) any Lender is at that time a Defaulting Lender, unless such LC Issuer has an expiry date entered into arrangements, including the delivery of Cash Collateral, satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such LC Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(iv)) with respect to the Defaulting Lender arising from either the Facility LC then proposed to be issued or that is later than Facility LC and all other LC Obligations as to which such LC Issuer has actual or potential Fronting Exposure, as it may elect in its Declining Lender’s Termination Datesole discretion.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions set forth in hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, to issue standby Letters of or detract from any action which may be taken by the Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease Parties or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”their Subsidiaries under this Credit Agreement), the Issuing Lender shall from time to time upon request issue, in Dollars, and the LOC Participants shall participate in, letters of credit (the "LETTERS OF CREDIT") for the account of a Credit Party or any of its Subsidiaries, from and including the date of this Agreement and prior Closing Date until the Maturity Date, in a form acceptable to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerIssuing Lender; provided PROVIDED, HOWEVER, that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer of LOC Obligations shall not at any time exceed its LC Issuer’s LC LimitFIVE MILLION DOLLARS ($5,000,000) (the "LOC COMMITTED AMOUNT"), (ii) the aggregate Dollar Amount sum of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding shall not exceed the Borrowing Base determined as Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus its pro rata share of outstanding LOC Obligations plus its (other than the Swing Line Lender) pro rata share of outstanding Swing Line Loans shall not exceed such LOC Participant's Revolving Loan Commitment Percentage of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Revolving Committed Amount. The issuance of each Letter of Credit shall be reduced on a Business Day. Except as otherwise expressly agreed upon by all the Facility Termination Date for LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the Non-Extending Lenders date of issuance, or as a result of the reduction in the Aggregate Commitment on such date. No Facility LC extended, shall have an expiry date later than extending beyond the fifth Business Day prior Maturity Date. Each Letter of Credit shall be either (x) a standby letter of credit issued to support the Facility Termination Date for the Extending Lenders; providedobligations (including pension or insurance obligations), howevercontingent or otherwise, that the expiry date of a Facility LC may Credit Party or any of its Subsidiaries or (y) a commercial letter of credit in respect of the purchase of goods or services by a Credit Party or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit issued on behalf of a Foreign Subsidiary must be up to one (1) year later than permitted by the fifth Business Day prior to terms of Section 8.6. Each Letter of Credit shall comply with the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Daterelated LOC Documents.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” ", and each such action a “"Modification”"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $500,000,000 (the "LC Commitment"), (ii) the Aggregate Outstanding Credit Exposures shall not exceed the aggregate of all the Commitments and (iii) unless such LC Issuer shall otherwise consent thereto, the aggregate amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount 25% of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if and (y) one year after its issuance; provided that any Facility LC with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (x) above). Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of the letters of credit identified in Schedule II hereto and issued for the account of the Borrower has Cash Collateralized such shall be deemed to be Facility LC LCs issued pursuant to this Agreement, and any reference in accordance with Section 2.19(l). Notwithstanding this Agreement to the foregoing, no Declining Lender shall issue "issuance" of a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date(or "issue" or other references to forms of such verb in this context) shall include the deemed issuance provided hereby.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby (or continue) Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum Dollar amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $5,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Closing Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (ivD) at such Facility LC contains any time at which the Leverage Ratio, determined as provision for automatic reinstatement of the last day stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to such LC Issuer have been entered into to eliminate such LC Issuer’s risk with respect to the most recent fiscal quarterparticipation in Facility LCs of such Defaulting Lender or Lenders, exceeds 55%, which may include requiring the aggregate principal Borrower to post cash collateral with the Administrative Agent in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateLC Obligations. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date earlier of a Facility LC may be up to one (1x) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than and (y) one year after its Declining Lender’s Termination Dateissuance.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the Borrower, to issue standby Letters and direct pay letters of Credit denominated credit in Dollars (each, a “Facility LC”) form reasonably acceptable to the applicable LC Issuer and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” ”, and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount of such LC Issuer’s LC Limit, Pro Rata Share of the LC Sublimit (iior such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent the LC Sublimit; (50%) of the Aggregate Commitment, (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper limited liability company (or, if applicable, corporate) purpose. Each Facility LC shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the date that is five Business Days prior to the next scheduled Termination Date for in effect at the Non-Extending Lenders time of issuance, renewal or extension; provided that with the prior consent of the Administrative Agent and the applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date so long as on or before the date which is seven Business Days prior to the last scheduled Termination Date, whether or not an Event of Default exists, the Borrower shall deposit cash collateral with the Administrative Agent in accordance with Section 2.16.12 in respect of all outstanding Facility LCs with an expiration date later than five Business Days prior to the last scheduled Termination Date. Any Facility LC theretofore issued which contains an “evergreen” or similar automatic extension feature shall, unless the Borrower shall have notified the Administrative Agent and the applicable LC Issuer in writing not less than thirty (30) days (or such shorter period as may be acceptable to the applicable LC Issuer in its sole discretion or such longer period as may be required by the beneficiary of such Facility LC) prior to the date that such Facility LC is scheduled to be automatically extended that the Borrower desires that such Facility LC not be so extended, be automatically extended in accordance with the terms thereof subject to the applicable LC Issuer’s right not to so extend if the conditions precedent to the issuance of such Facility LC would not be satisfied. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the reduction in the Aggregate Commitment on an approaching Termination Date, such date. No Facility LC shall have an expiry date later than the fifth Business Day prior amount (to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may extent not applied as aforesaid) shall be up to one (1) year later than the fifth Business Day prior returned to the Borrower within three (3) Business Days after all Facility Termination LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the parties hereto agree that on the Effective Date if (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding rights and obligations of the foregoing, no Declining Lender issuer and the account party thereunder shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datebe subject to the terms hereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement (including the limitations set forth in Section 2.01), upon the request of the Borrower, to issue standby Letters letters of Credit denominated in Dollars (each, a “Facility LC”) credit and to renew, extend, increase, decrease increase or otherwise modify each Facility LC LCs (“Modify,” and each such action a “Modification”)) for the Borrower, from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the BorrowerDate; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate maximum amount then available for drawing under Facility LCs issued of LC Obligations owed by such the Borrower to any LC Issuer shall not exceed its the amount agreed upon in writing between the Borrower and such LC Issuer’s LC Limit, ; (iib) the aggregate Dollar Amount amount of the outstanding all LC Obligations shall not exceed fifty percent (50%) of the Aggregate Commitment, Commitment Amount; (iiic) the Aggregate Outstanding Credit Exposure shall not exceed stated amount of all Facility LCs that have scheduled expiry dates after the Aggregate Commitment, (iv) at next scheduled Termination Date for any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, Lender plus the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the Borrowing Base determined as remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the most recent Inventory Valuation Commitments that are scheduled to terminate on such Termination Date; and (vd) amounts available under this Section 2.19.(a) no LC Issuer shall be reduced on obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of any court or other governmental authority shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any applicable law, or any request or directive from any governmental authority having jurisdiction over such LC Issuer, shall prohibit, or request or direct that such LC Issuer refrain from, the issuance of letters of credit generally or of such Facility Termination Date LC in particular. Facility LCs may be issued for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such dateany proper corporate purposes. No Facility LC shall have an expiry date later than the fifth Business Day seven days prior to the Facility last scheduled Termination Date. By their execution of this Agreement, the parties hereto agree that on the Effective Date for (without any further action by any Person), each Existing Letter of Credit shall be deemed to have been issued under this Agreement and the Extending Lenders; provided, however, that rights and obligations of the expiry date of a Facility LC may issuer and the account party thereunder shall be up to one (1) year later than the fifth Business Day prior subject to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateterms hereof.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby Letters letters of Credit denominated in Dollars credit (each, a "“Facility LC"”) and to renew, extend, increase, decrease or otherwise modify each Facility LC ("“Modify,"” and each such action a "“Modification"”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $20,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on Commitments. Facility LCs may have an expiry date beyond the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Date, provided that (a) no Facility LC shall have an expiry date later than the fifth Business Day prior to date one year after the Facility Termination Date for and (b) the Extending Lenders; providedBorrower is unconditionally obligated, howeverwithout any further notice, that act or demand, to (x) pay to the expiry date of a Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC may be up Collateral Account, equal to one (1) year later than 105% to the fifth Business Day prior to amount of LC Obligations outstanding on the Facility Termination Date if or (y) provide a letter of credit in the Borrower has Cash Collateralized amount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the Required Lenders and the Administrative Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC”) shall each be deemed to be a “Facility LC” issued on the date of this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in accordance with Section 2.19(l)any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Notwithstanding the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Date2.20.2.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth out in this Agreement, to issue standby Financial Letters of Credit, Performance Letters of Credit denominated in Dollars and Documentary Letters of Credit (collectively with the Existing Letters of Credit, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination date that is five Business Days prior to its respective Commitment Maturity Date for the Extending Lenders upon the request of the Borrowerany Borrower or any Restricted Subsidiary; provided that (i) each Facility LC shall be issued in an Agreed Currency, (ii) immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Obligations of any LC Issuer shall may not exceed its LC Issuer’s LC Limit, Commitment (ii) except to the aggregate Dollar Amount extent of any excess caused by the outstanding Excess Existing LC Obligations shall not exceed fifty percent attributable to an Overadvanced LC Issuer as provided in clause (50%b) of the Aggregate Commitmentbelow), (iii) immediately after each such Facility LC is issued or Modified, the aggregate LC Obligations may not exceed the LC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure shall may not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on if the expiry date of such Facility Termination LC would occur after the Commitment Maturity Date for of any Lender, the Non-Extending Lenders as a result stated amount of such Facility LC, together with the reduction in undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Aggregate Commitment not expiring on such dateCommitment Maturity Date. No In addition, (A) no LC Issuer shall be obligated to issue any Facility LC shall have if (1) such Facility LC has an initial expiry date later than three years after its issuance, unless such LC Issuer agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the fifth Business Day automatic reinstatement of the maximum stated amount after any drawing thereunder and (B) no LC Issuer shall be under any obligation to increase or extend any Facility LC if (1) such LC Issuer would have no obligation at such time to issue the Facility LC in its modified form under the terms hereof or (2) the beneficiary of such Facility LC does not accept the proposed modification thereto. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the Facility Termination Date for the Extending Lenders; providedbeneficiary, however, that which periods shall not in any event extend the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l)more than 12 months beyond the respective Commitment Maturity Date. Notwithstanding On the foregoingClosing Date, no Declining Lender all Existing Letters of Credit shall issue a automatically, without any action on the part of any Person, be deemed to be Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLCs issued and outstanding hereunder, and shall be subject to and governed by the terms and conditions hereof.

Issuance. Each The LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby and commercial Letters of Credit denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement Amendment No. 5 Effective Date and prior to the Facility Five-Year Revolving Loan Termination Date for the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent $100,000,000, (50%ii) the aggregate amount of the Aggregate CommitmentFive-Year Revolving Exposures shall not exceed the aggregate Five-Year Revolving Commitments, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction in the Aggregate Commitment on such date. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Five-Year Revolving Loan Termination Date for the Extending Lendersand (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the Facility Five-Year Revolving Loan Termination Date if the Borrower has Cash Collateralized posted on or before the fifth Business Day prior to the Five-Year Revolving Loan Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility LC in accordance with Section 2.19(l)LC. Notwithstanding anything herein to the foregoingcontrary, the LC Issuer shall have no Declining Lender shall obligation hereunder to issue a any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any comprehensive Sanctions, in each case where such activity or business is in violation of applicable Sanctions, or (ii) in any manner that has an expiry date that is later than its Declining Lender’s Termination Datewould result in a violation of applicable Sanctions by any party to this Agreement.