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 Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which any Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, each Issuing Lender agrees to issue, and each Lender severally agrees to participate in this Agreementthe issuance by such Issuing Lender of, 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 Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the Facility Termination Date for the Extending Lenders upon the request of the Borrowersuch Issuing 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 LOC Obligations outstanding shall not at any time exceed its LC Issuer’s LC Limit, SIXTY MILLION DOLLARS ($60,000,000) (the “LOC Committed Amount”); (ii) the aggregate Dollar Amount with regard to each Lender individually, such Lender’s share of the outstanding LC Revolving Loans and Swingline Loans and LOC Obligations shall not exceed fifty percent (50%) such Lender’s Commitment Percentage of the Aggregate Commitment, Revolving Committed Amount; and (iii) with regard to 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%Lenders collectively, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding Revolving Loans, Swingline Loans and LOC Obligations 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 Committed Amount. No Facility LC 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 date five (5) Business Day Days prior to the Facility Termination Date for Maturity Date. Each Letter of Credit shall comply with the Extending Lenders; provided, however, that the expiry related LOC Documents. The issuance date of each 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 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 this Agreementhereof and of the LOC Documents, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to issue standby any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit denominated in Dollars (each, for the account of a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), Credit Party from time to time from and including the date of this Agreement and prior upon request in a form acceptable 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 LendersIssuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Facility LC may be up to one (1) year later than Business Day. In the fifth Business Day prior to case of a conflict in the Facility Termination Date if terms of the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding LOC Documents and this Credit Agreement, the foregoing, no Declining Lender terms of this Credit Agreement shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datecontrol.

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 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 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 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 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 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 (each such letter of credit, together with each letter of credit issued or deemed to be issued pursuant to the Previous Credit denominated in Dollars (eachAgreement and outstanding on the Closing Date, 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 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 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 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 LC, the 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 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 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 (i) Upon the terms and subject to the conditions set forth in of this Agreement, the Revolving Lenders agree 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”)incur, 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, and for the Borrower’s account, Letter of Credit Obligations by issuing Letters of Credit through the Revolving Agent or an affiliate, bank or other legally authorized Person selected or approved by the Revolving Agent (each, an “L/C Issuer”) for the Borrower’s account; provided that immediately after each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Facility LC is issued or ModifiedLetters of Credit, as more fully described in paragraph (ib)(ii) below. Letters of Credit shall be made such that the aggregate maximum amount then available for drawing under Facility LCs issued by of all such LC Issuer Letter of Credit Obligations, plus the aggregate amount of any outstanding Revolving Loans, 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 dateAvailable Commitments. No Facility LC such Letter of Credit shall have an expiry date that is (A) more than one year following the date of issuance thereof, unless otherwise consented to in writing by the Revolving Agent in its sole discretion (subject to renewal provisions as described in Section 1.06(a)(ii)), or (B) later than the fifth Business Day Maturity Date, unless otherwise consented to in writing by the Required Revolving Lenders (including with respect to customary evergreen provisions). (ii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the Facility Termination Date beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Extending Lenders; provided, however, that applicable Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date of a Facility LC may be up to one (1) year not later than the fifth Business Day prior to Maturity Date; provided that the Facility Termination Date relevant L/C Issuer shall not permit any such renewal if the Borrower relevant L/C Issuer has Cash Collateralized determined that it would have no obligation at such Facility LC time to issue such Letter of Credit in accordance with Section 2.19(l). Notwithstanding its renewed form under 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 Facility LCs on behalf of Credit denominated in Dollars (each, a “Facility LC”) any Loan Party 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 Domestic Borrower; provided that immediately after each such Facility LC is issued or Modified, . (i) The maximum face amount of (A) each Facility LC to be issued shall not exceed $40,000,000 (or the applicable foreign currency equivalent thereof) minus the sum of (1) the aggregate maximum undrawn amount then available for drawing under of all outstanding Facility LCs at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding at such time; (B) each Canadian Facility LC to be issued by shall not exceed the Canadian Dollar equivalent of $1,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding Canadian Facility LCs at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Canadian Facility LCs outstanding at such time; (C) each UK Letter of Credit to be issued shall not exceed the Pounds Sterling equivalent of $1,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding UK Letters of Credit at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all UK Letter of Credit outstanding at such time; and (D) each UK Letter Guarantee to be issued shall not exceed £600,000 minus the sum of (1) the aggregate undrawn amount of all outstanding UK Letter Guarantees at such time and, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all UK Letter Guarantees outstanding at such time. (ii) The LC Issuer shall not exceed its be obligated to issue (A) any Domestic Facility LC Issuer’s LC Limitif at the time of the proposed issuance there is no Domestic Availability, (iiB) any Canadian Facility LC if at the aggregate Dollar Amount time of the outstanding proposed issuance there is no Canadian Availability, or (C) any UK Facility LC Obligations shall not exceed fifty percent (50%) if at the time of the Aggregate Commitment, proposed issuance there is no UK Availability. (iii) the Aggregate Outstanding Credit Exposure All Canadian Facility LCs shall not exceed the Aggregate Commitmentbe issued in Canadian Dollars, all UK Facility LCs shall be issued in Pounds Sterling, and all Domestic Facility LCs shall be issued in Dollars, Canadian Dollars or Pounds Sterling. (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 (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; provided, however, that the expiry date of a Facility LC may be up to one (1) renewal thereof for additional one-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 Dateperiods.

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 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, together with 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 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, howeverin the Facility LC 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 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 applicable LC Issuer with respect to such Facility LC, such 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 such LC Issuer's notice of termination may be given to the beneficiaries of such Facility LC, such LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the expiry conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date referred to in clause (x) above. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, 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 Dateissued and outstanding hereunder.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit (i) Subject to and on upon the terms and conditions set forth in this Agreementherein, the Borrower may request the issuance of, and the Issuing Bank hereby agrees to issue standby Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Required Debt Service Reserve Amount (and the Issuing Bank shall refuse to issue a Letter of Credit for any other purpose). 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 issued hereunder shall constitute utilization of the Borrower; provided that immediately after each total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at 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 time shall not exceed the Aggregate Commitmenttotal aggregate LC Commitment of all LC Lenders. The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank and without any further action on the part of the Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (iv) at any time at which the Leverage Ratio, determined as the percentage which such LC Lender’s LC Commitment then constitutes of the last day aggregate LC Commitments) of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount Stated Amount under such Letter of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as Credit. (iii) Each Letter of the most recent Inventory Valuation Date; and Credit (v) amounts available under this Section 2.19.(aA) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction denominated in the Aggregate Commitment on such date. No Facility LC shall have an expiry date Dollars, (B) expire no later than the fifth Business Day prior to earlier of (x) the Facility Termination Date for the Extending Lenders; provided, however, that the expiry 7th anniversary of its date of a Facility LC may issuance and (y) the Maturity Date and (B) be up issued subject to one “Uniform Customs and Practice for Documentary Credits” (1) year later than 2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the fifth Business Day prior to Borrower, the Facility Termination Date if Administrative Agent and 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 Dateapplicable Issuing Bank.

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 (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 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 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. 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 (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 BorrowerCompany; provided provided, however, that in no event shall (i) 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 Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $20,000,000 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 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 (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the fifth Business Day earlier of (1) 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 Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one then in effect) and (12) year later than the fifth Business Day prior to the Facility scheduled Termination Date if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l)or (z) provide for time drafts. Notwithstanding the foregoing, no Declining Lender the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall issue a be deemed to be “Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLCs” issued on the Closing Date for all purposes of the Credit 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 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 agreesSubject to the terms of this Agreement, within from time-to-time from the limits Closing Date until 30 days before the Maturity Date, at the request of its LC Issuer’s LC Limit and a Borrower, the Issuing Bank shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue standby issue, increase, or extend the expiration date of Letters of Credit denominated for the account of such Borrower or for the account of any Subsidiary of a Borrower (in Dollars which case such Borrower and such Subsidiary shall be co-applicants with respect to such Letter of Credit) on any Business Day. All Letters of Credit outstanding under the Existing Credit Agreement will deemed to be issued under this Agreement on the Closing Date. No Letter of Credit will be issued, increased, or extended: (each, a “Facility LC”i) and to renew, extendif such issuance, increase, decrease or otherwise modify each Facility LC extension would cause the Letter of Credit Exposure to exceed the lesser of (“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, (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) Revolving Commitments minus the sum of 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 Revolving Advances and (B) the Borrowing Base determined as minus the sum of the most recent Inventory Valuation aggregate outstanding principal amount of all Revolving Advances; (ii) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) 180 days after the Maturity Date; provided that, any such Letter of Credit with a one-year tenor may expressly provide that it is renewable at the option of the Issuing Bank for additional one-year periods (which shall in no event extend beyond the 180th day after the Maturity Date) if such Letter of Credit is cancelable upon at least 30 days’ notice given by the Issuing Bank to the beneficiary of such Letter of Credit; (iii) unless such Letter of Credit is in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Borrower has delivered to the Issuing Bank a completed and executed Letter of Credit Application; and (v) amounts available under this Section 2.19.(a) shall be reduced on unless such Letter of Credit is governed by the Facility Termination Date Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, or any successor to such publication or to the Non-Extending Lenders as a result International Standby Practices (1998), International Chamber of Commerce Publication No. 590, or any successor to such publication. If the reduction terms of any letter of credit application referred to in the Aggregate Commitment on such date. No Facility LC foregoing clause (iv) conflicts with the terms of this Agreement, the terms of this Agreement 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 Datecontrol.

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 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 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 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 Subject to the terms and conditions set forth in of this Agreement, each L/C Issuer severally agrees, from time to issue standby time prior to the Maturity Date, upon the request of B▇▇▇▇▇▇▇, and for Borrower’s account, to issue, amend and renew Letters of Credit; provided that, after giving effect to the issuance, amendment or renewal of any such Letter of Credit, (w) the Aggregate Revolving Credit Exposure of any Lender shall not exceed its separate Commitment at such time, (x) the Aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate outstanding Commitments of all Lenders at such time, (y) the aggregate amount of all such L/C Exposure shall, subject to Section 2.3(b) not at any time exceed $200,000,000 (the “L/C Sublimit”) and (z) solely with respect to Letters of Credit denominated in Dollars (eachCanadian Dollars, 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 of all Aggregate Revolving Exposure of all Lenders denominated in Canadian Dollars shall not exceed its LC Issuer’s LC Limit$50,000,000. Each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (iior be deemed to have purchased) the aggregate Dollar Amount risk participations in all such Letters 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 more fully described in 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 date2.6(b)(ii). No Facility LC such Letter of Credit shall have an expiry date later that is more than one year following the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC issuance thereof, but may be up to contain provisions for automatic renewal thereof for periods not in excess of one (1) year later than year, unless otherwise reasonably determined by Agent and the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC applicable L/C Issuer, in accordance with Section 2.19(l). Notwithstanding the foregoingtheir respective sole discretion, and no Declining Lender shall issue a Facility LC that has be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than its Declining the fifth (5th) Business Day prior to the Maturity Date; provided, further that a Letter of Credit may, upon the request of Borrower, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the Maturity Date if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Maturity Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Lenders in writing from their participation obligations with respect to such Letter of Credit on the Maturity Date. Notwithstanding anything to the contrary contained herein, any L/C Issuer may only issue Letters of Credit to the extent permitted by applicable law. If (i) any Lender is a Defaulting Lender or Agent determines that any of the Lenders is an Impacted Lender, and (ii) the reallocation of that Defaulting Lender’s Termination Dateor Impacted Lender’s L/C Exposure to the other Lenders would reasonably be expected to cause the Aggregate Revolving Credit Exposure of any Lender to exceed its Commitment (an “Affected L/C Issuer”) then no Affected L/C Issuer shall be obligated to issue or renew any Letters of Credit unless the Defaulting Lender or Impacted Lender has been replaced, the L/C Exposure has been cash collateralized to the extent of any shortfall in Commitments, or the Commitment of the other Lenders has been increased in accordance with Section 12.2(c) by an amount sufficient to satisfy Agent that all additional L/C Exposure will be covered by all Lenders who are not Defaulting Lenders or Impacted Lenders. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after giving effect to the issuance or renewal thereof the aggregate amount of all L/C Exposure in respect of Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Fronting Sublimit Amount.

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 Commitment, Revolving Loan 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 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 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 dateMaximum Foreign Currency Amount. 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); provided, that Letter of Credit No. Notwithstanding the foregoingCPCS-870108, no Declining Lender shall issue a Facility LC that has identified as an Existing Letter of Credit on Schedule 2.19.13, may retain its current expiry date that is later than its Declining Lender’s Termination Dateof June 1, 2012 (though any renewals or extensions thereof shall be in compliance with this sentence).

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.

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 Dateif the issuance of such Facility LC would violate one or more policies of such LC Issuer applicable to Letters of Credit.

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 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 Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request earlier of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available seventh day prior to the Revolving Credit Maturity Date and (ii) the Termination Date, and upon request by Matria in accordance with the provisions of SECTION 3.2, issue for drawing under Facility LCs issued the account of Matria one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by such LC Issuer the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not exceed its LC Issuer’s LC Limitbe less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) would be less than $500,000, (ii) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed $5,000,000, or (iii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Revolving Credit Lenders at such time, (y) the aggregate principal Dollar Amount of the all Revolving Loans then outstanding LC Obligations shall not exceed fifty percent and (50%z) 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 Swingline Loans then outstanding, would exceed the Borrowing Base determined as aggregate Revolving Credit Commitments at such time; (b) No Letter of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Credit 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 issued that by its terms expires later than the fifth Business Day seventh day prior to the Facility Termination Revolving Credit Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by Matria, provide by its terms, and on terms acceptable to the expiry date Issuing Lender, for renewal for successive periods of a Facility LC may be up to one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if Revolving Credit Maturity Date), unless and until the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date that is later than its Declining Lender’s Termination Date.the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on (i) Subject to the terms and conditions set forth in of this Agreement, Agent and ▇▇▇▇▇▇▇ agree 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”)incur, from time to time from and including the date of this Agreement and prior to the Facility Commitment Termination Date for the Extending Lenders Date, upon the request of Borrower and for Borrower’s or any Subsidiary’s account, Letter of Credit Obligations with respect to Letters of Credit issued by L/C Issuer for ▇▇▇▇▇▇▇▇’s or any Subsidiary’s account. Borrower shall give Agent at least five Business Days prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by a completed Letter of Credit application. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by ▇▇▇▇▇▇▇▇ and communications by Agent and L/C Issuer may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between ▇▇▇▇▇▇▇▇ and L/C Issuer. Borrower hereby authorizes L/C Issuer and Agent to accept, act upon, and treat as genuine and original (but without any obligation of L/C Issuer or Agent to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as L/C Issuer does not have actual knowledge that a particular application, authorization, or other request is not authorized by Borrower; provided that immediately . (ii) Letters of Credit issued hereunder shall constitute utilization of the Commitments. A Letter of Credit shall be issued, extended, reinstated, or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit Borrower shall be deemed to represent and warrant that), after each giving effect to such Facility LC is issued issuance, extension, reinstatement or Modified, other amendment (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer of Letter of Credit Obligations shall not at any time exceed its LC Issuer’s LC Limit, $250,000 (the “L/C Sublimit”); (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not no Lender will exceed fifty percent (50%) of the Aggregate its individual Commitment, ; and (iii) the Aggregate Outstanding aggregate amount of all borrowings and Letter of Credit Exposure Obligations incurred under this Agreement shall not exceed the Aggregate Commitmenttotal Commitments. (iii) Borrower is responsible for preparing or approving the text of each Letter of Credit as submitted to and as issued by L/C Issuer and as received by the beneficiary, notwithstanding any drafting recommendations or forms provided by L/C Issuer. L/C Issuer’s recommendation or drafting of text or L/C Issuer’s use or non-use or refusal to use text submitted by Borrower shall not affect Borrower’s ultimate responsibility. Borrower is responsible for L/C Issuer’s failure to apply, or to observe standard practice as applied to, Letter of Credit terms or conditions, and for terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require L/C Issuer to respond to a demand in fewer than three Business Days, or (C) require or allow Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in this Agreement, L/C Issuer’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrower represents and warrants to L/C Issuer that Borrower is familiar with, and understands, applicable Law and letter of credit practice. If requested by L/C Issuer, Borrower will execute, deliver, and submit a letter of credit application and reimbursement agreement on L/C Issuer’s standard forms in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such letter of credit application or reimbursement agreement, the terms and conditions of this Agreement will control, for so long as Borrower and L/C Issuer are subject thereto. Notwithstanding anything to the contrary in this Agreement but subject to ▇▇▇▇▇▇▇▇’s ultimate responsibility as set forth above in this paragraph (a), L/C Issuer’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. (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 Borrower will notify L/C Issuer in the Aggregate Commitment on such date. No Facility LC shall have an expiry date writing no later than the fifth three Business Day prior Days after Borrower first becomes aware of any objection Borrower may have to the Facility Termination Date for the Extending LendersL/C Issuer’s issuance or amendment of a Letter of Credit, L/C Issuer’s acceptance or rejection of a presentation under any Letter of Credit, or any other action or inaction taken or proposed to be taken by L/C Issuer under or in connection with this Agreement or any other agreement, document, or instrument relating hereto; provided, however, that if L/C Issuer reasonably believes that it is obligated to take any action, including, but not limited to, the expiry date payment on a Letter of Credit in a Facility LC may be up period of time less than three Business Days, L/C Issuer is allowed to one take such action without liability to Borrower. ▇▇▇▇▇▇▇▇’s failure to give timely and specific notice of objection shall automatically waive Borrower’s objection, authorize or ratify L/C Issuer’s action or inaction, and absolutely preclude Borrower from raising the objection as a defense or claim against L/C Issuer (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(lor any Indemnitee). Notwithstanding If L/C Issuer approaches ▇▇▇▇▇▇▇▇ for a waiver of discrepancies in a presentation, then Borrower must respond within three Business Days. L/C Issuer may treat ▇▇▇▇▇▇▇▇’s failure to respond as a waiver of the foregoingindicated discrepancies, no Declining Lender but need not itself accept ▇▇▇▇▇▇▇▇’s implied or express waiver of discrepancies as binding on L/C Issuer. Borrower’s acceptance or retention of any documents presented under or in connection with a Letter of Credit (including, but not limited to, originals or copies of documents sent directly to Borrower) or of any property for which payment is supported by any Letter of Credit shall issue ratify L/C Issuer’s honor of the relevant presentation and absolutely preclude Borrower from raising a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datedefense or claim against L/C Issuer (or any Indemnitee) with respect to such honor.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit (i) Subject to and on upon the terms and conditions set forth in this Agreementherein, the Borrower may request the issuance of, and the LC Issuer hereby agrees to issue standby Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the LC Issuer shall refuse to issue a Letter of Credit for any other purpose). 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 issued hereunder shall constitute utilization of the Borrower; provided that immediately after each total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at 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 time shall not exceed the Aggregate Commitmenttotal CPAM: 12877541.11 (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the LC Issuer a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit. (iii) Each Letter of Credit shall (A) be denominated in Dollars, (ivB) 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 expire no later than the fifth Business Day prior to earlier of (x) the Facility Termination Date for the Extending Lenders; provided, however, that the expiry 7th anniversary of its date of a Facility issuance and (y) the Maturity Date and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Borrower, the Administrative Agent and the applicable 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.

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 of this Agreement, each L/C Issuer agrees, at any time and from time to time between the Escrow Release Date and the Commitment Termination Date, 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 Borrower and for Borrower’s account (or for the account of any of Borrower; ’s Restricted Subsidiaries designated thereby, provided that immediately Borrower will be a co-applicant with respect to any such Letter of Credit) or to amend or renew Letters of Credit previously issued by it. For the avoidance of doubt, no Letter of Credit shall be issued for the account of any Unrestricted Subsidiary. Each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit as more fully described in Section 2.6(b)(ii). The aggregate amount of all Letter of Credit Obligations shall, subject to Section 2.3(b)(ii) and Section 2.3(b)(iii), as applicable, not at any time exceed $0 (or such greater amount as set forth in the Escrow Release Date Incremental Revolving Amendment) (the “L/C Sublimit”). Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be obligated to issue or renew any Letter of Credit if, after each such Facility LC is issued giving effect to the issuance or Modifiedrenewal thereof, (ix) the aggregate maximum amount then available for drawing under Facility LCs of all Letter of Credit Obligations in respect of Letters of Credit issued by such LC L/C Issuer shall not would exceed its LC such L/C Issuer’s LC LimitL/C Issuer Fronting Sublimit Amount, (iiy) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed fifty percent (50%) any Revolving Lender’s Pro Rata Share of the Aggregate Commitment, Revolving Credit Exposure would exceed its Revolving Credit Commitment or (iiiz) the Aggregate Outstanding Revolving Credit Exposure shall not would exceed the Aggregate Commitmentaggregate Revolving Credit Commitments of all Revolving Lenders. No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any law applicable to such L/C Issuer or any directive (ivwhether or not having the force of law) at from any time at which Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the Leverage Ratio, determined as issuance of letters of credit generally or such Letter of Credit in particular or (2) the issuance of such Letter of Credit would violate any policies of the last day L/C Issuer applicable to letters 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 datecredit generally. No Facility LC such Letter of Credit shall have an expiry date later that is more than one year following the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC issuance thereof, but may be up to contain provisions for automatic renewal thereof for periods not in excess of one (1) year later than year, unless otherwise reasonably determined by Agent and the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC applicable L/C Issuer, in accordance with Section 2.19(l). Notwithstanding the foregoingtheir respective sole discretion, and no Declining Revolving Lender shall issue a Facility LC that has be under any obligation to Incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than its Declining Lender’s the fifth (5th) Business Day prior to the Commitment Termination Date; provided, further that a Letter of Credit may, upon the request of ▇▇▇▇▇▇▇▇, be issued or renewed for a period beyond the date that is five (5) Business Days prior to the maturity date thereof if such Letter of Credit becomes subject to cash collateralization on such fifth (5th) Business Day prior to the Commitment Termination Date (at 103% of the face value of such Letter of Credit) or other arrangements, in each case reasonably satisfactory to Agent and the applicable L/C Issuer, have been provided, and the applicable L/C Issuer has released the Revolving Lenders in writing from their participation obligations with respect to such Letter of Credit on the Commitment Termination Date. Notwithstanding anything to the contrary contained herein, no L/C Issuer shall be required to issue a commercial or trade Letter of Credit without its consent.

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 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 period 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. The LC Issuer shall not be under any obligation to issue any Facility LC if: (a) Any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Facility LC or any Law applicable 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 such LC Issuer with Section 2.19(l)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 shall impose the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the Facility LC would violate any Laws or one or more policies of the LC Issuer applicable to letters of credit issued to borrowers generally. Notwithstanding anything herein to the foregoingcontrary, the LC Issuer shall have no Declining Lender obligation hereunder to issue, and shall issue a 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 Sanctioned Country, except, in each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law 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 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 (i) Subject to and on upon the terms and conditions set forth in this Agreementherein, the Borrower may request the issuance of, and the LC Issuer hereby agrees to issue standby Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the LC Issuer shall refuse to issue a Letter of Credit for any other purpose). 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 issued hereunder shall constitute utilization of the Borrower; provided that immediately after each total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at 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 time shall not exceed the Aggregate Commitmenttotal aggregate LC Commitment of all LC Lenders. The LC Issuer will make available to the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral Agent, as beneficiary thereof, the original of the Letter of Credit issued by it hereunder and any subsequent modifications or amendments thereto. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the LC Issuer a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit. (iii) Each Letter of Credit shall (A) be denominated in Dollars, (ivB) 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 expire no later than the fifth Business Day prior to earlier of (x) the Facility Termination Date for the Extending Lenders; provided, however, that the expiry 7th anniversary of its date of a Facility issuance and (y) the Maturity Date and (C) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Borrower, the Administrative Agent and the applicable 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.

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. 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 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 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 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 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 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 agreesDuring the period commencing on the date hereof and ending ten (10) Business Days prior to the Maturity Date, within the limits Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.18(e), may, in its LC Issuer’s LC Limit and sole discretion, issue, at the request of Borrower, Letters of Credit for the account of Borrower on the terms and conditions hereinafter set forth in this Agreementforth; provided, to issue standby Letters that (i) each Letter of Credit denominated in Dollars shall expire on the earlier of (each, a “Facility LC”A) 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 one year after the date of this Agreement issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Facility Termination Date for the Extending Lenders upon the Maturity Date; (ii) each Letter of Credit shall be in a stated amount of at least $[amount]; and (iii) Borrower may not request any Letter of the Borrower; provided that immediately Credit, if, after each giving effect to such Facility LC is issued or Modifiedissuance , (iA) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not Exposure would exceed its the LC Issuer’s LC LimitCommitment, (iiB) the aggregate Dollar Amount amount of the outstanding Loan, together with the aggregate LC Obligations shall not Exposure, would exceed fifty percent the aggregate Commitments or (50%c) the Pro Rata Share of the Aggregate Loan of any Lender, together with such Lender’s LC Exposure, would exceed such Lender’s Commitment. Each Lender shall be deemed to, (iii) and hereby irrevocably and unconditionally agrees to, purchase from the Aggregate Outstanding Issuing Bank without recourse a participation in each Letter of Credit Exposure shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as equal to such Lender’s Pro Rata Share of the last day aggregate amount available to be drawn under such Letter of Credit on the most recent fiscal quarter, exceeds 55%, date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the aggregate principal Revolving Commitment of each Lender by an amount equal to the 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 Dateparticipation.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on (i) Subject to the terms and conditions set forth in of this Agreement, the Borrowers may request that the L/C Issuer, in its individual capacity, issue L/Cs to issue standby Letters of Credit denominated beneficiaries designated by the Borrowers pursuant to an Application and other documentation in Dollars (each, a “Facility LC”) form 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 substance satisfactory to the Facility Termination Date for L/C Issuer (collectively, the Extending Lenders upon the request "L/C Documents"). Each L/C shall be deemed to be a utilization of the Borrower; provided that immediately after Tranche B Revolving Credit Commitment of each such Facility LC is issued or Modified, (i) the aggregate maximum Bank in an 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 equal to each Bank's pro rata share 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 stated 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 Lenderseach L/C; provided, however, that each L/C currently issued and outstanding under the expiry date 1997 Loan Agreement (collectively, the "Existing L/Cs") shall be deemed a utilization of the Tranche A Revolving Credit Commitment of each Bank in an amount equal to each Bank's pro rata share of the face amount of each Existing L/C, and provided further that if at the time the Borrowers make an Issuance Request no availability exists under the Tranche B Revolving Credit Commitment, the L/C shall be deemed a utilization of the Tranche A Revolving Credit Commitment to the extent permitted hereunder. (ii) Each L/C Document shall provide that drafts drawn thereunder shall be payable on sight (but in no event later than the Revolving Credit Commitment Termination Date). The maximum aggregate stated amount of L/C's issued and outstanding at any one time hereunder (including the Existing L/Cs) shall not exceed Fifteen Million ($15,000,000) Dollars and all L/C's shall be denominated in Dollars. (iii) The Borrowers shall give notice to the L/C Issuer of a Facility LC request for issuance of any L/C not less than ten (10) Business Days prior to the proposed issuance date (which prescribed time period may be up to one waived at the option of the L/C Issuer in the exercise of its sole discretion). Each such notice (an "Issuance Request") shall specify: (1) year later than the fifth requested date of such issuance (which shall be a Business Day prior Day); (2) the maximum stated amount of such L/C; (3) the expiration date of such L/C; (4) the purpose of such L/C; (5) the name and address of the beneficiary of such L/C; and (6) the required documents under any such L/C. (iv) Each L/C shall be issued by the L/C Issuer, subject to the Facility Termination Date if payment by the Borrower has Cash Collateralized Borrowers of the standard issuance fees and charges customarily imposed by the L/C Issuer in connection with the issuance thereof, pursuant to the L/C Issuer's standard form of application for such Facility LC L/C Documents (each, an "Application" and collectively, the "Applications") executed by the Borrowers. In the event that any term or condition set forth in accordance any Application shall be inconsistent with Section 2.19(l). the terms and conditions of this Agreement, the terms and conditions herein set forth shall prevail. (v) Notwithstanding the foregoing, no Declining Lender the L/C Issuer shall not be under any obligation to issue a Facility LC any L/C Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C Documents or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the L/C Issuer shall prohibit, or request that has an expiry the L/C Issuer refrain from the issuance of letters of credit generally or any such L/C Documents in particular, or shall impose upon the L/C Issuer with respect to any L/C Documents any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date that is later than its Declining Lender’s Termination Datehereof.

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 ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit (i) Subject to and on upon the terms and conditions set forth in this Agreementherein, the Borrower may request the issuance of, and the LC Issuer hereby agrees to issue standby Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the LC Issuer shall refuse to issue a Letter of Credit for any other purpose). 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 issued hereunder shall constitute utilization of the Borrower; provided that immediately after each total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at 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 time shall not exceed the Aggregate Commitmenttotal aggregate LC Commitment of all LC Lenders. The LC Issuer will make available to the Collateral Agent, as beneficiary thereof, the original of the Letter of Credit issued by it hereunder and any subsequent modifications or amendments thereto. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the LC Issuer and without any further action on the part of the LC Issuer or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the LC Issuer a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (determined as the percentage which such LC Lender’s LC Commitment then constitutes of the aggregate LC Commitments) of the Stated Amount under such Letter of Credit. (iii) Each Letter of Credit shall (A) be denominated in Dollars, (ivB) 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 expire no later than the fifth Business Day prior earlier of (x) the 7th anniversary of its date of issuance and (y) the Maturity Date and (C) be issued subject to the Facility Termination Date “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or [***] Confidential treatment has been requested for the Extending Lenders; providedbracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. “International Standby Practices 1998”, howeverInternational Chamber of Commerce, that Publication No. 590, as mutually agreed between the expiry date of a Facility Borrower, the Administrative Agent and the applicable 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.

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 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 LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions hereof and in -------- reliance upon the agreements of the other Banks set forth in this AgreementSection 2.2(c) and the representations and warranties set forth herein, the Issuing Lender agrees to issue issue, and each Bank severally agrees to participate in the issuance by the Issuing Lender of, standby and trade 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 Closing Date until the date of this Agreement and fifteen (15) days prior to the Facility Termination Maturity Date for as the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or ModifiedBorrower may request, (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 in 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 form acceptable to the Facility Termination Date for the Extending LendersIssuing Lender; provided, however, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed SIXTY MILLION DOLLARS ($60,000,000) (the "LOC Committed Amount") and (ii) the sum of the -------------------- aggregate outstanding principal amount of Revolving Loans plus LOC ---- Obligations shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a Facility LC may be up to one (1) year later than the fifth Business Day specified time period prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC expiry date then in accordance with Section 2.19(l). Notwithstanding the foregoingeffect) or (y) as originally issued or as extended, no Declining Lender shall issue a Facility LC that has have an expiry date that is later than its Declining Lender’s Termination extending beyond the date fifteen (15) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

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 Termination Date; provided, that any Facility LC may (1) provide for renewal thereof for additional periods of up to twelve (12) months (which in no event shall extend beyond the date referred to in the preceding sentence) and (2) have a later expiry date (but in no event later than the date that is one year after the Termination Date 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 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 has Cash Collateralized such 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. (ii) If the Borrower so requests in any applicable Facility LC Application, each LC Issuer may, in accordance with Section 2.19(l). Notwithstanding the foregoingits sole discretion, no Declining Lender shall agree to issue a Facility LC that has automatic extension provisions (each, an expiry “Auto-Extension Facility LC”); provided that any such Auto-Extension Facility LC must permit such LC Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date that is of issuance of such Facility LC) by giving prior notice to the beneficiary thereof not later than its Declining Lender’s Termination Date.a day

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 Commitment, Revolving Loan 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 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 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 dateMaximum Foreign Currency Amount. 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 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 credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. 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 BorrowerCompany; provided provided, however, that in no event shall (i) 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 Available Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC 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 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 (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the fifth Business Day earlier of (1) 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 Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one then in effect) and (12) year later than the fifth Business Day prior to the Facility scheduled Termination Date if or (z) provide for time drafts. The Company may from time to time request to increase the Borrower has Cash Collateralized such Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in accordance with the sole discretion of the applicable LC Issuer, may be provided by one or more LC Issuers (each LC Issuer so agreeing to an increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that each Increasing LC Issuer and each Additional LC Issuer shall be subject to the approval of the Company and the Agent. Nothing contained in this Section 2.19(l)3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuer to increase its Facility LC Commitment. Notwithstanding the foregoing, no Declining Lender the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall issue a be deemed to be “Facility LC that has an expiry date that is later than its Declining Lender’s Termination DateLCs” issued on the Closing Date for all purposes of the Credit 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 (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 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 LC Issuer hereby agreesSubject to the terms ---------------------------- -------- and conditions hereof and of the LOC Documents, within if any, and any other terms and conditions which the limits of its LC Issuer’s LC Limit Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate on the terms and conditions set forth in this AgreementSection 2.2 in the issuance by the Issuing Lender of, to issue standby and trade Letters of Credit denominated at sight and 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 Closing Date until the Termination Date as the Borrower may request, in a form acceptable 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 LendersIssuing Lender; provided, however, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate -------------------- principal amount of outstanding Revolving Loans, plus the aggregate principal ---- amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount. No standby Letter of Credit shall (x) have an original expiry date more than one year from the date of a Facility LC may be up to one issuance or (1y) year later as originally issued or as extended, have an expiry date extending beyond the Termination Date. No trade Letter of Credit shall (x) have an original expiry date more than 180 days from the fifth Business Day date of issuance or (y) as originally issued or extended, have an expiry extending no more than 30 days 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. Each Letter of Credit shall comply with or relate to, as applicable, 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 and Foreign Currencies (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 $20,000,000, (50%ii) of the Aggregate Commitment, no Lender’s Outstanding Revolving Credit Exposure shall exceed its Commitment and (iii) 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 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 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 110% of the outstanding face amount if the Facility LC is later than denominated in a Foreign Currency) 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. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.3.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in this Agreementthe issuance by the Issuing Lender of, to issue standby and trade 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 Closing Date until the date of this Agreement and thirty (30) days prior to the Facility Termination Maturity Date for as the Extending Lenders upon the request of the Borrower; provided that immediately after each such Facility LC is issued or ModifiedBorrower may request, (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 in 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 form acceptable to the Facility Termination Date for the Extending LendersIssuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed FIVE MILLION DOLLARS ($5,000,000) (the “LOC Committed Amount”), (ii) the sum of (A) the aggregate outstanding principal amount of Revolving Loans plus (B) the LOC Obligations plus (C) the Aggregate Derivative Reserve Amount, shall not exceed the Revolving Committed Amount and (iii) the sum of (A) the aggregate outstanding principal amount of Revolving Loans plus (B) the LOC Obligations plus (C) the Aggregate Derivative Exposure Amount, plus (D) the then-outstanding Term Loan Obligations shall not exceed the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a Facility LC may be up to one (1) year later than the fifth Business Day specified time period prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC expiry date then in accordance with Section 2.19(l). Notwithstanding the foregoingeffect) or (y) as originally issued or as extended, no Declining Lender shall issue a Facility LC that has have an expiry date that is later than its Declining Lender’s Termination extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance dates of each Letter of Credit shall be a Business Day.

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 (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 BorrowerCompany; provided provided, however, that in no event shall (i) 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 Available Aggregate Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed $200,000,000 (the “Overall LC Sublimit”), (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and each LC Issuer (subject at all times to the Overall LC Sublimit, provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of the Company and such LC Issuer); (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 (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the fifth Business Day earlier of (1) 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 Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one then in effect) and (12) year later than the fifth Business Day prior to the Facility scheduled Termination Date if the Borrower has Cash Collateralized such or (z) provide for time drafts; and (v) any LC Issuer be under any obligation to issue a Facility LC that would result in accordance with Section 2.19(l)more than a total of twenty (20) Facility LCs outstanding. Notwithstanding the foregoing, no Declining Lender the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall issue a be deemed to be “Facility LCs” issued on the Closing Date for all purposes of the Credit Documents. An LC Issuer shall not be under any obligation to issue, amend or extend any Facility LC if: (i) 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, amending or extending such Facility LC, or request that has an expiry date such LC Issuer refrain from issuing, amending or extending such Facility LC, or any law applicable to such LC Issuer shall prohibit the issuance, amendment or extension of letters of credit generally or such Facility LC in particular, or any such order, judgment or decree, or law shall impose upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital or liquidity requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense that is later than its Declining Lender’s Termination Datewas not applicable on the Closing Date and that such LC Issuer in good f▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the issuance, amendment or extension of such Facility LC would violate one or more policies of such LC Issuer applicable to letters of credit generally.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreement-------- forth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request earlier 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, seventh day prior to the Maturity Date and (ii) the aggregate Dollar Termination Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of the outstanding LC Obligations each Letter of Credit shall not exceed fifty percent be less than $100,000 and there shall not be more than seven (50%7) Letters of Credit outstanding at one time. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Aggregate CommitmentLenders at such time, would exceed $5,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (iiiy) 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 Revolving Loans then outstanding shall not and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the Borrowing Base determined as aggregate Revolving Credit Commitments at such time; (b) No Letter of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Credit 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 issued that by its terms expires later than the fifth Business Day seventh day prior to the Facility Termination Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit -------- ------- may, if requested by the expiry date Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of a Facility LC may be up to one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if Maturity Date), unless and until the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that is later than its Declining was not applicable, or in effect as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender’s Termination Date, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Sections 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) 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 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 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 hereof and of the LOC Documents, if any, and any other terms and conditions relating to the Borrower which the applicable Issuing [[5731659]] 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 Credit Agreement) to be given by the Borrower or any of its Subsidiaries or conflict with any obligation of, or detract from any action which may be taken by, the Borrower under this Credit Agreement), each Issuing Lender agrees, in reliance upon the agreements of the other Lenders 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”)Section 2.2, from time to time upon request, to issue (from and including the date of this Agreement and Restatement Effective Date to thirty days prior to the Facility Termination Revolving Maturity Date and in a form reasonably acceptable to such Issuing Lender), in Dollars or, to the extent specified by the Borrower in the applicable request for issuance, in one or more Alternative Currencies, and Participants shall participate in, Letters of Credit for the Extending Lenders upon the request account of the Borrower; provided that immediately provided, however, that, after each such Facility LC is issued giving effect to the issuance (or Modifieddrawdown or extension) of any Letter of Credit, (i) the aggregate maximum amount then available of the Dollar Equivalent of LOC Obligations for drawing under Facility LCs issued by such LC Issuer Issuing Lender shall not at any time exceed its LC Issuer’s LC Limitthe LOC Committed Amount of such Issuing Lender, (ii) the aggregate Dollar Amount amount of the outstanding LC Dollar Equivalent of LOC Obligations shall not at any time exceed fifty percent (50%) of the Aggregate Commitmentaggregate LOC Committed Amount for all Issuing Lenders, (iii) the Aggregate Outstanding Credit Exposure shall not exceed sum of (A) the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as aggregate amount of the last day Dollar Equivalent of outstanding LOC Obligations, plus (B) the aggregate amount of the most recent fiscal quarterDollar Equivalent of Revolving Loans outstanding, exceeds 55%, plus (C) the aggregate principal amount of all Consolidated Senior Debt Borrowings Swing Line Loans outstanding shall not exceed the Borrowing Base determined as Revolving Committed Amount and (iv) the aggregate amount of the most recent Inventory Valuation Date; Dollar Equivalent of Revolving Loans and (v) amounts available under this Section 2.19.(a) LOC Obligations denominated in Alternative Currencies at any time shall not exceed the Foreign Currency Sublimit. Each Issuing Lender may require the issuance and expiry date of each Letter of Credit issued by it to be a Business Day. Each Letter of Credit shall be reduced on a standby letter of credit issued to support the Facility Termination Date for the Non-Extending Lenders as a result obligations (including pension or insurance obligations), contingent or otherwise, of the reduction in the Aggregate Commitment on such dateBorrower or any of its Subsidiaries. No Facility LC Letter of Credit shall have an original expiry date after the earlier of (x) one year from the date of issuance and (y) five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the Borrower and the relevant Issuing Lender pursuant to which the expiration date of such Letter of Credit shall automatically be extended for a period of up to 12 months (but not to a date later than the fifth Business Day prior date set forth in clause (y) above), subject to a right on the part of such Issuing Lender to prevent any such renewal from occurring by giving notice to the Facility Termination Date for beneficiary in advance of any such renewal. Each Letter of Credit shall comply with the Extending Lenders; providedrelated LOC Documents. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, howeverin the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, 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 will immediately notify the foregoing, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining relevant Issuing Lender’s Termination Date.

Issuance. Each LC Issuer hereby agreesFrom time to time from the date of this Agreement until three months before the Maturity Date, within at the limits request of its LC Issuer’s LC Limit the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth forth, issue, increase, decrease, amend, or extend the Expiration Date of Letters of Credit for the account of the Borrower (for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (x) 10% of the Total Commitments or (y) an amount equal to (A) the Total Commitments less (B) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; (iii) unless the face amount of such Letter of Credit is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of 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 terms 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 Datecontrol.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on (i) Subject to the terms and conditions of this Agreement, the Borrowers may request that the L/C Issuer, in its individual capacity, issue L/Cs to beneficiaries designated by the Borrowers pursuant to an Application and other documentation in form and substance satisfactory to the L/C Issuer (collectively, the 'L/C DOCUMENTS'). Each L/C shall be deemed to be a utilization of the Revolving Credit Commitment of each Bank in an amount equal to each Bank's PRO RATA share of the stated amount of each L/C. (ii) Each L/C Document shall provide that drafts drawn thereunder shall be payable on sight (but in no event later than the Revolving Credit Commitment Termination Date). The maximum aggregate stated amount of L/C's issued and outstanding at any one time hereunder shall not exceed Fifteen Million ($15,000,000) Dollars and all L/C's shall be denominated in Dollars. (iii) The Borrowers shall give notice to the L/C Issuer of a request for issuance of any L/C not less than ten (10) Business Days prior to the proposed issuance date (which prescribed time period may be waived at the option of the L/C Issuer in the exercise of its sole discretion). Each such notice (an 'ISSUANCE REQUEST') shall specify: (1) the requested date of such issuance (which shall be a Business Day); (2) the maximum stated amount of such L/C; (3) the expiration date of such L/C; (4) the purpose of such L/C; (5) the name and address of the beneficiary of such L/C; and (6) the required documents under any such L/C. (iv) Each L/C shall be issued by the L/C Issuer, subject to the payment by the Borrowers of the standard issuance fees and charges customarily imposed by the L/C Issuer in connection with the issuance thereof, pursuant to the L/C Issuer's standard form of application for such L/C Documents (each, an 'APPLICATION' and collectively, the 'APPLICATIONS') executed by the Borrowers. In the event that any term or condition set forth in any Application shall be inconsistent with the terms and conditions of this Agreement, to issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) the terms 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 conditions herein set forth 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 prevail. (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 the L/C Issuer shall not be under any obligation to issue a Facility LC any L/C Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the L/C Issuer from issuing such L/C Documents or any requirement of law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the L/C Issuer shall prohibit, or request that has an expiry the L/C Issuer refrain from the issuance of letters of credit generally or any such L/C Documents in particular, or shall impose upon the L/C Issuer with respect to any L/C Documents any requirement (for which the L/C Issuer is not otherwise compensated) not in effect on the date that is later than its Declining Lender’s Termination Datehereof.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit (a) [Reserved]. (b) Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters of Credit denominated in Dollars (eachthe Issuing Lender will, a “Facility LC”) at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after 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 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 Latest Revolving Credit Maturity Date, and upon request by the Borrower in accordance with the provisions of Section 3.02, issue for the account of the Borrower and/or any Restricted Subsidiary one or more irrevocable commercial letters of credit or standby letters of credit, denominated in Dollars or in one or more Alternate Currencies, and in a form customarily used or otherwise approved by the applicable Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”), amend or renew Letters of Credit previously issued by it and honor drafts under the Letters of Credit. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on the Closing Date for all purposes under this Agreement and the Extending Lenders; providedother Credit Documents. (c) Notwithstanding anything to the contrary in Section 3.01(b): (i) No Letter of Credit shall be issued if the Stated Amount upon issuance of which (A) when added to the Dollar Equivalent of the aggregate Letter of Credit Exposure of the Lenders with respect to the Letters of Credit at such time, however, that would exceed $40,000,000 or (B) when added to the expiry date sum of a Facility LC may be up to one (1) year the Dollar Equivalent of the aggregate Letter of Credit Exposure of all Lenders at such time, (2) the Dollar Equivalent of the aggregate principal amount of all Revolving Loans then outstanding and (3) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the aggregate Revolving Credit Commitments at such time; (ii) No Letter of Credit shall be issued that by its terms expires later than the earlier of (A) the fifth Business Day prior to the Facility Termination Latest Revolving Credit Maturity Date and (B) the date that is one year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the fifth Business Day prior to the Latest Revolving Credit Maturity Date), unless and until the Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit and the Borrower; and provided further that notwithstanding anything to the contrary in the foregoing, a Letter of Credit may be issued that by its terms expires after the fifth Business Day prior to the Latest Revolving Credit Maturity Date if the Borrower has shall have delivered to the Administrative Agent cash equal to 100% of the Stated Amount of such Letter of Credit to be held in the Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Collateral Account; and (iii) The Issuing Lender shall be under no obligation to issue any Letter of Credit if, at the time of such proposed issuance (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender 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 the Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.01 (if applicable) or 4.02 are not then satisfied (or have not been waived in writing), or that the issuance of such Letter of Credit would violate the provisions of this Section 3.01(c) above. (iv) the Issuing Lender shall not be under any obligation to issue any Letter of Credit if any fee due in connection with, and on or prior to, such issuance has not been paid. (v) the Borrower shall remain primary liable under any Letter of Credit issued for the account of any Restricted Subsidiary. (d) Unless otherwise expressly agreed by the Issuing Lender and the Borrower herein or when a Facility LC that has Letter of Credit is issued (including any such agreement applicable to an expiry date that is later than its Declining Lender’s Termination DateExisting Letter of Credit), (i) the rules of the ISP 98—International Standby Practices shall apply to each standby Letter of Credit, and (ii) the rules of the ICC Uniform Customs and Practice for Documentary Credits 2007 (UCP600), shall apply to each commercial Letter of Credit. (e) In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit (i) Subject to and on upon the terms and conditions set forth in this Agreementherein, the Borrower may request the issuance of, and the Issuing Bank hereby agrees to issue standby Letters of Credit, for the Borrower’s account, at any time during the LC Availability Period solely for the purposes of satisfying the Debt Service Reserve Required Amount (and the Issuing Bank shall refuse to issue a Letter of Credit for any other purpose). 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 issued hereunder shall constitute utilization of the Borrower; provided that immediately after each total aggregate LC Commitment and at any time the LC Exposure of all LC Lenders at 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 time shall not exceed the Aggregate Commitmenttotal aggregate LC Commitment of all LC Lenders. The Issuing Bank will make available to the beneficiary thereof the original of the Letter of Credit issued by it hereunder. (ii) Immediately upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank and without any further action on the part of the Issuing Bank or the LC Lenders, each LC Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such LC Lender’s pro rata share (iv) at any time at which the Leverage Ratio, determined as the percentage which such LC Lender’s LC Commitment then constitutes of the last day aggregate LC Commitments) of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount Stated Amount under such Letter of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as Credit. (iii) Each Letter of the most recent Inventory Valuation Date; and Credit (v) amounts available under this Section 2.19.(aA) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result of the reduction denominated in the Aggregate Commitment on such date. No Facility LC shall have an expiry date Dollars, (B) expire no later than the fifth Business Day prior earlier of (x) the 5th anniversary of its date of issuance and (y) the Maturity Date and (B) be issued subject to “Uniform Customs and Practice for Documentary Credits” (2007 Revision), International Chamber of Commerce, Publication No. 600 or “International Standby Practices 1998”, International Chamber of Commerce, Publication No. 590, as mutually agreed between the Facility Termination Date Borrower, the Administrative Agent and the applicable Issuing Bank. [***] Confidential treatment has been requested for the Extending Lenders; provided, however, that bracketed portions. The confidential redacted portion has been omitted and filed separately with 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 DateSecurities and Exchange Commission.

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 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$600,000,000, (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 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 agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions set forth hereof and of the LOC Documents, if any, and provided that no Event of Default or Unmatured Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the Issuing Lender may reasonably require in this Agreementaccordance with customary letter of credit issuing practices, prior to the Termination Date the Issuing Lender shall issue standby Letters of Credit denominated for the account of the Borrower (or for the accounts of one or more of its Subsidiaries, in Dollars (eachwhich event the Borrower shall be an additional obligor thereunder, and all references in this Section 2.4 to the “Borrower” shall be deemed to include such Subsidiaries to the extent that any Letter of Credit is issued for a “Facility LC”Subsidiary’s account) 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 upon request by the date of this Agreement and prior Borrower in a form acceptable to the Facility Termination Date for the Extending Lenders upon the request of Issuing Lender and 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 (i) the aggregate amount of LOC Obligations shall not at any time exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “LOC Committed Amount”) and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall not at any time exceed the Revolving Commitment. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond the Termination Date, except that prior to the Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Termination Date if, and to the extent that the Borrower shall provide cash collateral or Backup Support to the Issuing Lender on the date of issuance or extension in an amount equal to 105% the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Facility LC may be up to one (1) year later than Business Day. In the fifth Business Day prior to case of a conflict in the Facility Termination Date if terms of the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding LOC Documents and this Agreement, the foregoing, no Declining Lender terms of this Agreement shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datecontrol.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request earlier 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, seventh day prior to the Revolving Credit Maturity Date and (ii) the aggregate Dollar Revolving Credit Termination Date, and upon request by the Borrower in accordance with the provisions of SECTION 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of the outstanding LC Obligations each Letter of Credit shall not exceed fifty percent be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (50%a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Aggregate CommitmentLenders at such time, would exceed $100,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (iiiy) 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 Revolving Loans then outstanding shall not and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the Borrowing Base determined as aggregate Revolving Credit Commitments at such time; (b) No Letter of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Credit 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 issued that by its terms expires later than the fifth Business Day seventh day prior to the Facility Termination Revolving Credit Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the expiry date Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of a Facility LC may be up to one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if Revolving Credit Maturity Date), unless and until the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; (c) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that is later was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good fait▇ ▇▇▇▇▇ ▇▇▇erial to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 4.1 (if applicable) or 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) above; and (d) No more than its Declining Lender’s Termination Datefive (5) Letters of Credit shall be outstanding at any one time.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including the date of this Agreement after June 6, 2002 and prior to the Revolving Facility Termination Date Expiration Date, and upon request by the Borrower in accordance with the provisions of Subsection 1.16(B), issue for the Extending Lenders upon the request account of the Borrower; provided that immediately after Borrower one or more irrevocable standby letters of credit denominated in dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals Second Agreement Regarding Amendments to Loan Documents/US Unwired and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such Facility LC is amount as may be acceptable to the Issuing Lender. Letters of Credit may be issued or Modified, for the purpose of providing credit enhancement in connection with trade payable transactions entered into by Borrower in the ordinary course of its business and as permitted herein. Notwithstanding the foregoing: (1) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate maximum amount then available for drawing under Facility LCs issued by Letter of Credit Exposure of the Lenders at such LC Issuer shall not time, would exceed its LC Issuer’s LC Limit, $2,000,000 or (ii) when added to the sum of (A) the aggregate Dollar Amount Letter 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, of all Lenders at such time and (ivB) 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 Revolving Loans then outstanding, would exceed the Borrowing Base determined Revolving Loan Commitment (as reduced from time to time) at such time; (2) No Letter of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Credit shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result issued that by its terms expires more than one (1) year after its date 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 Lendersissuance; provided, however, that the expiry date Letters of a Facility LC may be up Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if date set forth in clause (ii) of the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(ldefinition of "Term Loan B Maturity Date,"). Notwithstanding , unless and until the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (3) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Second Closing Date, or any unreimbursed loss, cost or expense that is later than its Declining was not applicable, in effect or known to the Issuing Lender as of the Second Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender’s Termination Date, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Subsection 7.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Subsection 1.16(A)(l).

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) Borrower shall be reduced on in compliance with the Facility Termination Date for the Non-Extending Lenders as a result limitations of the reduction in the Aggregate Commitment on such dateSection 2.1. No Facility LC shall have an expiry date later than the fifth Business Day prior to earlier of (a) the Facility Termination Date for first anniversary of the Extending Lenders; provided, however, that the expiry issuance date of a Facility LC thereof (or such longer period as may be up to one approved by the Administrative Agent) and (1b) year later than the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Date; provided, however, that any 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 complying with the limitation of subsection (a) may, subject to the limitation of subsection (b) above, provide for the automatic renewal thereof for additional one year periods (or such longer period as may be approved by the Administrative Agent). From and after the Effective Date each Existing Letters of Credit shall automatically be deemed to constitute a "Facility LC" for all purposes of this Agreement and the other Loan Documents, including, without limitation, for purposes of determining the availability of new Facility LCs hereunder, and each of the Lenders shall automatically be deemed to have purchased an undivided participation therein pursuant to Section 2.18.2 on and as of the Effective Date.

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 this of the Agreement, Agent and Lenders agree 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”)incur, from time to time from and including the date of this Agreement and prior to the Facility Commitment Termination Date for the Extending Lenders Date, upon the request of Borrower Representative on behalf of the applicable Borrower and for such Borrower’s account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an “L/C Issuer”) for such Borrower’s account and guaranteed by Agent; provided provided, that immediately after if the L/C Issuer is a Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Facility LC is Letters of Credit issued or Modifiedwith the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed the least of (i) Fifteen Million Dollars ($15,000,000) (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, “L/C Sublimit”) and (ii) the Maximum Amount less the aggregate Dollar Amount outstanding principal balance of the outstanding LC Obligations shall not exceed fifty percent (50%) of the Aggregate CommitmentAdvances, and (iii) the Aggregate Outstanding Borrowing Base less the aggregate outstanding principal balance of the Advances. Furthermore, the aggregate amount of any Letter of Credit Exposure Obligations incurred on behalf of (x) the OHI Borrowers shall not at any time exceed the OHI Borrowing Base less the aggregate principal balance of the Advances to the OHI Borrowers, and (y) SMC shall not exceed the Aggregate Commitment, (iv) at any time at which the Leverage Ratio, determined as balance of the last day of the most recent fiscal quarter, exceeds 55%, SMC Borrowing Base less the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as balance 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 dateAdvances to SMC. No Facility LC such Letter of Credit shall have an expiry date later that is more than one year following the fifth Business Day prior to the Facility Termination Date for the Extending Lenders; date of issuance thereof (provided, however, that the expiry date a Letter of a Facility LC Credit may be up to one provide for automatic renewals (1) year later than the fifth Business Day prior to the Facility Termination Date if notice of termination is not given by the Borrower has Cash Collateralized representative within a specified time period) of such Facility LC Letter of Credit for additional one year periods through the Commitment Termination Date), unless otherwise determined by Agent, in accordance with Section 2.19(l). Notwithstanding the foregoingits sole discretion, no Declining Lender and neither Agent nor Lenders shall issue a Facility LC that has be under any obligation to incur Letter of Credit Obligations in respect of, or purchase risk participations in, any Letter of Credit having an expiry date that is later than its Declining Lender’s the Commitment Termination Date.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Facility earlier of (i) the seventh day prior to the Maturity Date and (ii) the Termination Date Date, and upon request by the Borrower in accordance with the provisions of Section 3.2, issue for the Extending Lenders upon the request account of the Borrower; provided that immediately after Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such Facility LC is amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued or Modifiedthe Stated Amount of which, upon issuance, (i) when added to the aggregate maximum amount then available for drawing under Facility LCs issued by Letter of Credit Exposure of the Lenders at such LC Issuer shall not time, would exceed its LC Issuer’s LC Limit, $5,000,000 or (ii) when added to the sum of (x) the aggregate Dollar Amount Letter of the outstanding LC Obligations shall not exceed fifty percent (50%) Credit Exposure of the Aggregate Commitmentall Lenders at such time, (iiiy) 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 Revolving Loans then outstanding and (z) the aggregate principal amount of all Swingline Loans then outstanding, would exceed the Aggregate Commitments at such time; (b) Unless the Issuing Lender otherwise agrees, there shall not exceed the Borrowing Base determined as be more than four (4) Letters of the most recent Inventory Valuation Date; Credit issued and outstanding at any time; (vc) amounts available under this Section 2.19.(a) No Letter of Credit 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 issued that by its terms expires later than the fifth Business Day seventh day prior to the Facility Termination Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the expiry date Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of a Facility LC may be up to one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if Maturity Date), unless and until the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that is later than its Declining was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good f▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender’s Termination Date, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.2 are not then satisfied or that the issuance of such Letter of Credit would violate the provisions of subsection (a) 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 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 Subject to the terms and conditions set forth in this of the Agreement, Agent and Revolving Lenders agree 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”)incur, from time to time from and including the date of this Agreement and prior to the Facility Commitment Termination Date for the Extending Lenders Date, upon the request of (i) US Borrower and for US Borrower's account or (ii) European Borrower and for European Borrower's account, Letter of Credit Obligations by causing Letters of Credit to be issued by GE Capital or a Subsidiary thereof or a bank or other legally authorized Person selected by or acceptable to Agent in its sole discretion (each, an "L/C Issuer") for the applicable Borrower's account and guaranteed by Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters of Credit shall not be guaranteed by Agent but rather each Revolving Lender shall, subject to the terms and conditions hereinafter set forth, purchase (or be deemed to have purchased) risk participations in all such Letters of Credit issued with the written consent of Agent, as more fully described in paragraph (b)(ii) below. The aggregate amount of all such Letter of Credit Obligations shall not at any time exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000) (the "L/C Sublimit"); 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 of Letter of Credit Obligations of US Borrower shall not at any time exceed its LC Issuer’s LC Limit, the US Maximum Amount less the aggregate outstanding principal balance of the US Revolving Credit Advances and the US Swing Line Loan and (iiB) the aggregate Dollar Amount amount of the outstanding LC Letter of Credit Obligations of European Borrower 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 exceed the Leverage Ratio, determined as European Maximum Amount less the aggregate outstanding principal balance of the last day of European Revolving Credit Advances and the most recent fiscal quarter, exceeds 55%European Swing Line Loan. Furthermore, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding any Letter of Credit Obligations incurred on behalf of (1) US Borrower shall not at any time exceed the Borrowing Base determined as aggregate principal balance of the most recent Inventory Valuation Date; US Revolving Credit Advances and the US Swing Line Loan to US Borrower and (v2) amounts available under this Section 2.19.(a) European Borrower shall be reduced on not at any time exceed the Facility Termination Date for the Non-Extending Lenders as a result aggregate principal balance of the reduction in European Revolving Credit Advances and the Aggregate Commitment on such dateEuropean Swing Line Loan to European Borrower. No Facility LC such Letter of Credit shall have an expiry date later that is more than the fifth Business Day prior to earlier of one year following the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may issuance thereof, unless otherwise determined by the Agent, in its sole discretion, and neither Agent nor Revolving Lenders shall be up under any obligation 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 incur Letter of Credit Obligations in accordance with Section 2.19(l). Notwithstanding the foregoingrespect of, no Declining Lender shall issue a Facility LC that has or purchase risk participations in, any Letter of Credit having an expiry date that is later than its Declining Lender’s the date which is five (5) Business Days prior to the Commitment 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 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 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 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 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 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 Subject to the terms and conditions set forth in this Agreementhereof and of the LOC Documents, to issue if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate in, standby Letters of Credit denominated for the account of the Borrowers (or a Subsidiary of the Company in Dollars accordance with clause (each, a “Facility LC”i) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), below) from time to time from and including the date of this Agreement and prior upon request in a form acceptable 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 LendersIssuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWENTY MILLION DOLLARS ($20,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in Dollars or, subject to Section 2.3(k), a Foreign Currency and (iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed in writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance subject to automatic renewal by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the applicable Borrower; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Facility LC may Business Day. Each Letter of Credit issued hereunder shall be up to one (1) year later than in a minimum original face amount of $25,000 or such lesser amount as approved by the fifth Business Day prior to the Facility Termination Date if the Borrower has Cash Collateralized such Facility LC Issuing Lender. The Borrowers’ Reimbursement Obligations in accordance with Section 2.19(l). Notwithstanding the foregoingrespect of each Existing Letter of Credit, no Declining Lender shall issue a Facility LC that has an expiry date that is later than its Declining and each Revolving Lender’s Termination participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. ▇▇▇▇▇ Fargo shall be the Issuing Lender on all Letters of Credit issued after the Closing Date. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by 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 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 $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 (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 (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 $50,000,000, and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; provided, that no LC Issuer identified in clause (a) of the definition thereof shall have any obligation to issue any Facility LC if, after giving effect thereto, the LC Obligations in respect of Facility LCs issued by such LC Issuer would exceed, (ivi) at in the case of RBC, $25,000,000 and (ii) in the case of U.S. Bank, $25,000,000 (it being understood and agreed that any time at which such LC Issuer may consent to issue Facility LCs in excess of such amounts in its sole discretion upon request of any Borrower so long as the Leverage Ratioaggregate amount of Facility LCs and LC Obligations that are permitted to be issued under this Agreement would not exceed $50,000,000 after giving effect to any such issuance or Modification. The Borrower unconditionally and irrevocably agrees that, determined 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 (the Borrower hereby irrevocably waiving any 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 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 LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any Execution time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Initial Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request earlier 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, seventh day prior to the Maturity Date and (ii) the aggregate Dollar Termination Date, and upon request by the Borrower in accordance with the provisions of SECTION 3.2, issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of the outstanding LC Obligations each Letter of Credit shall not exceed fifty percent be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (50%a) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to the aggregate Letter of Credit Exposure of the Aggregate CommitmentLenders at such time, would exceed $20,000,000 or (ii) when added to the sum of (x) the aggregate Letter of Credit Exposure of all Lenders at such time, (iiiy) 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 Revolving Loans then outstanding, and (z) the aggregate amount of all Swingline Loans then outstanding, would exceed the Borrowing Base determined as aggregate Commitments at such time; (b) No Letter of the most recent Inventory Valuation Date; and (v) amounts available under this Section 2.19.(a) Credit 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 issued that by its terms expires later than the fifth Business Day seventh day prior to the Facility Termination Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the expiry date Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of a Facility LC may be up to one year or less (1) year later than but not beyond the fifth Business Day seventh day prior to the Facility Termination Date if Maturity Date), unless and until the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Issuing Lender shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Initial Closing Date, or any unreimbursed loss, cost or expense that is later than its Declining was not applicable, in effect or known to the Issuing Lender as of the Initial Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender’s Termination Date, prior to the issuance of such Letter of Credit that one or more of the conditions specified in SECTIONS 4.1 (if applicable) or 4.3 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of subsection (a) 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 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 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 period 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. The LC Issuer shall not be under any obligation to issue any Facility LC if: (a) Any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Facility LC or any Law applicable 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 such LC Issuer with Section 2.19(l)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 shall impose the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which the LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the Facility LC would violate any Laws or one or more policies of the LC Issuer applicable to letters of credit issued to borrowers generally. Notwithstanding anything herein to the foregoingcontrary, the LC Issuer shall have no Declining Lender obligation hereunder to issue, and shall issue a 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 Sanctioned Country, except, in each case, to the extent such use is licensed by OFAC and otherwise authorized under applicable law 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 and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. 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 BorrowerCompany; provided provided, however, that in no event shall (i) 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 Available Commitment, (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of the Company and such LC Issuer) 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 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 (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the fifth Business Day earlier of (1) 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 Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one then in effect) and (12) year later than the fifth Business Day prior to the Facility scheduled Termination Date if or (z) provide for time drafts. The Company may from time to time request to increase the Borrower has Cash Collateralized such Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in accordance with Section 2.19(l). Notwithstanding the foregoingsole discretion of the applicable LC Issuer, no Declining Lender shall issue a may be provided by one or more LC Issuers (each LC Issuer so agreeing to an increase in its Facility LC Commitment, an “Increasing LC Issuer”), or by one or more other Banks that has wish to become an expiry date LC Issuer (each such Bank, an “Additional LC Issuer”); provided that is later than each Increasing LC Issuer and each Additional LC Issuer shall be subject to the approval of the Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuer to increase its Declining Lender’s Termination DateFacility LC Commitment.

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 agreesFrom time-to-time from the Closing Date until 30 days before the Maturity Date, within at the limits request of its LC Issuer’s LC Limit and the Borrower, the Issuing Lenders shall, on the terms and conditions hereinafter set forth in this Agreementforth, to issue standby issue, increase, or extend the expiration date of Letters of Credit denominated in Dollars (eachfor the account of the Borrower or any other Credit Party, a “Facility LC”) and to renewthe extent permitted below and in Section 6.4, extendthe Joint Ventures, Immaterial Subsidiaries and certain Affiliates of the Borrower, on any Business Day. All Existing Letters of Credit described on Parts A and B of Schedule 1.2 shall be deemed to be issued pursuant to this Section 2.15. No Letter of Credit will be issued, increased, or extended: (i) if such issuance, increase, decrease or otherwise modify each Facility LC extension would cause the Letter of Credit Exposure to exceed (“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, (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, Commitments minus (iiB) the aggregate Dollar Amount sum of the aggregate 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 Loans; (ii) if such issuance, increase, or extension would cause the Borrowing Base determined as sum of the most recent Inventory Valuation DateLetter of Credit Exposure attributable to Letters of Credit issued for the account of the Joint Ventures plus the aggregate amount of all Investments in Joint Ventures made pursuant to Section 6.4(e) to exceed $15,000,000; (iii) if such issuance, increase, or extension would cause the sum of the Letter of Credit Exposure attributable to Letters of Credit issued for the account of Immaterial Subsidiaries plus the aggregate amount of all Investments in Immaterial Subsidiaries made pursuant to Section 6.4(f) to exceed $2,000,000; (iv) unless such Letter of Credit has an expiration date not later than the earlier of (A) one year after the date of issuance thereof and (B) the date which is five Business Days before the Maturity Date (except as provided below); provided that, any such Letter of Credit may expressly provide that it is renewable automatically for additional periods (which shall in no event extend beyond the date which is five Business Days before the Maturity Date except as provided below) unless the applicable Issuing Lender has notified the Borrower (with a copy to the Administrative Agent) (and the beneficiary of such Letter of Credit so long as the terms of the Letter of Credit require such notice to the beneficiary by the applicable Issuing Lender and the applicable Issuing Lender shall have sufficient contact information to give such notice) at least 30 days prior to the date of automatic renewal of its election not to renew such Letter of Credit; provided further, that any Letter of Credit may expire after the fifth Business Day before the Maturity Date subject to the following conditions: (1) the Borrower shall have, concurrent with such issuance or extension, deposited cash collateral in an amount equal to the Letter of Credit Exposure attributable to such Letters of Credit to be held in the Cash Collateral Account or otherwise supported such Letter of Credit Exposure with back-to-back letters of credit in accordance with Section 2.15(e); and (v2) amounts available under this Section 2.19.(a) shall be reduced on the Facility Termination Date for the Non-Extending Lenders as a result no such Letter of the reduction in the Aggregate Commitment on such date. No Facility LC Credit shall have an expiry date (after giving effect to all renewals) of later than one year after the fifth Business Day prior Maturity Date; (v) unless such Letter of Credit is in form and substance acceptable to the Facility Termination Date for the Extending Lenders; provided, however, that the expiry date of a Facility LC may be up to one applicable Issuing Lender in its sole discretion; (1vi) year later than the fifth Business Day prior to the Facility Termination Date if unless the Borrower has Cash Collateralized delivered to the applicable Issuing Lender a completed request for issuance of letter of credit in the form of the attached Exhibit H; signed by an Authorized Officer of the Borrower; and (vii) unless such Facility LC Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, the International Chamber of Commerce Publication No. 590 (ISP 98) or any successor to such publications. If the terms of any letter of credit request referred to in accordance the foregoing clause (vi) conflicts with Section 2.19(l). Notwithstanding the foregoingterms of this Agreement, no Declining Lender the terms of this Agreement shall issue a Facility LC that has an expiry date that is later than its Declining Lender’s Termination Datecontrol.

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 Credit if: (a) Any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC may be up to one (1) year later than the fifth Business Day prior Issuer from issuing such Letter of Credit or any Law applicable to the Facility Termination 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 Letter of Credit in particular or shall impose upon such LC Issuer with respect to such Letter of Credit 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 the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date if and which the Borrower has Cash Collateralized such Facility LC Issuer in accordance with Section 2.19(l). Notwithstanding good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (b) The issuance of the foregoing, no Declining Lender shall issue a Facility Letter of Credit would violate any Laws or one or more policies of the LC that has an expiry date that is later than its Declining Lender’s Termination DateIssuer applicable to letters of credit issued to borrowers generally.

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 For the limits purpose of its LC Issuer’s LC Limit inducing Executive to enter into this Agreement and on the terms and conditions set forth in this Asset Purchase Agreement, CRC agrees to issue standby Letters options to purchase an aggregate of Credit denominated 1,000,000 shares of CRC common stock at an exercise price of seventeen cents per share (the "Options"). The Options shall be issued to such employees of the Company as determined by Executive, provided that no more than 820,000 of the Options shall be issued to Executive. The Options shall vest and become exercisable as follows: (i) if, as of January 1, 2001, the Company had revenues for the year ending December 31, 2000 of at least $2,000,000, then one-third (and only one-third) of the outstanding Options shall immediately vest and become exercisable; and (ii) if, as of January 1, 2002, the Company had cumulative revenues for the two years ending December 31, 2001 of at least $4,000,000, then an additional one-third (and only one-third) of the outstanding Options shall immediately vest and become exercisable. Notwithstanding anything herein to the contrary, all unvested Options shall immediately vest and become exercisable in Dollars the event that the Company achieves, at any time prior to December 31, 2002, cumulative revenues of at least $8,000,000. Notwithstanding anything herein to the contrary, (each, a “Facility LC”A) 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 upon the date termination of this Agreement and prior due to the Facility Termination Date for the Extending Lenders upon the request Executive's death, all unvested Options held by Executive (but not any other holder of the Borrower; provided that Options) shall 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 Datevest and become exercisable; and (vB) amounts available upon the termination of this Agreement under this Section 2.19.(a5.3 or Section 5.4 above, the unvested Options held by Executive shall vest and become exercisable (if at all) 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 the provisions set forth above in this Section 2.19(l)9. 1. Notwithstanding Except as expressly provided otherwise herein, any unvested Options shall be terminated and canceled upon such time that the foregoingemployee to whom such Options were issued ceases to be employed by the Company. The Options shall be evidenced by separate Option Issuance Agreements, no Declining Lender in the form adopted for such purpose by the Company's board of directors, which shall issue a Facility LC that has an expiry be executed and delivered by the Company as soon as practicable following the date that is later than its Declining Lender’s Termination Datehereof.

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 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 $0 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 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 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 agreesmay, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement and in its discretion, 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 CommitmentCommitments. Notwithstanding anything herein to the contrary, no more than twenty (iv20) Facility LC’s may be outstanding 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 time. 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 The LC Issuer hereby agreesmay, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this AgreementAgreement and in its discretion, 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 Revolving Credit Exposure shall not exceed the Aggregate CommitmentCommitments. Notwithstanding anything herein to the contrary, no more than twenty (iv20) Facility LC’s may be outstanding 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 time. 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 Issuing Bank 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 (each, a “Facility LCLetter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Facility LC Letter of Credit (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior Closing Date to the fifth Business Day before the Facility Termination Date for the Extending Lenders upon the request of the Borrower; provided that , for the benefit of Borrower or its Subsidiaries, only if immediately after each such Facility LC Letter of Credit is issued or Modified, each of the following is true: (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall of the outstanding L/C Obligations does not exceed its LC Issuer’s LC Limit, $10,000,000; (ii) the aggregate Dollar Amount amount outstanding Letters of Credit issued by each Issuing Bank does not exceed $10,000,000; (iii) the aggregate amount of the outstanding LC Obligations shall Revolving Exposures does not exceed fifty percent the aggregate Commitments; and (50%) of the Aggregate Commitment, (iiiiv) the Aggregate Outstanding Credit Exposure shall does 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 Letter of Credit may have an expiry date later than the earlier of (x) the fifth Business Day prior to before the Facility Termination Date for the Extending Lendersand (y) one year after its issuance; provided, however, provided that the expiry date of a Facility LC Letter of Credit may be up to one (1) year later than the fifth Business Day prior to before the Facility Termination Date if the Borrower has posted on or before the fifth Business Day before the Facility Termination Date Cash Collateralized Collateral in the L/C Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 103% of the L/C Obligations with respect to such Facility LC in accordance with Section 2.19(l)Letter of Credit. Notwithstanding anything herein to the foregoingcontrary, no Declining Lender Issuing Bank has any obligation to issue any Letter of Credit the proceeds of which would be made available to any Person in violation of Section 6.2. Borrower may request Letters of Credit be issued of on behalf of itself and its Subsidiaries, and all the provisions of this Agreement (including repayment obligations) shall issue a Facility LC that has an expiry date that is later than be binding and shall apply to all such Letters of Credit whether issued on behalf of Borrower or its Declining Lender’s Termination DateSubsidiaries.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on Subject to the terms and conditions hereof and of the LOC Documents and any other terms and conditions which the Issuing Lender may reasonably require, and in reliance upon the representations and warranties set forth herein, the Issuing Lender agrees to issue, and each Lender severally agrees to participate in this Agreementthe issuance by the Issuing Lender of, 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 Closing Date until the Maturity Date or such earlier date of this Agreement and prior as the LOC Commitment shall have been terminated as provided herein as the Borrower may request, in a form acceptable 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 Issuing Lender in 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 Lendersreasonable determination; provided, however, that (i) the expiry LOC Obligations outstanding shall not at any time exceed the LOC Committed Amount and (ii) the sum of the aggregate principal amount of outstanding Loans plus LOC Obligations outstanding shall not at any time exceed the aggregate Committed Amount. No Letter of Credit shall (x) have an original expiration date more than one year from the date of a Facility LC may be up to one issuance or (1y) year later than the fifth Business Day as originally issued or as extended, have an expiration date extending beyond thirty (30) days prior to the Facility Termination Maturity Date if or (z) be issued in a face amount of less than $250,000.00. Each Letter of Credit shall comply with its related LOC Documents. The issuance and expiration dates of each Letter of Credit shall be a Business Day. The parties hereto agree that in the Borrower has Cash Collateralized such Facility LC event of any conflict, variation or inconsistency between any of the provisions hereof and of the LOC Documents and any other terms and conditions which the Issuing Lender may reasonably require, then the provisions of this Agreement shall control, govern, supersede, and prevail 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 Dateall respects.

Issuance. Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit Subject to and on upon the terms and conditions herein set forth in this Agreementforth, to issue standby Letters so long as no Default or Event of Credit denominated in Dollars (eachDefault has occurred and is continuing, a “Facility LC”) the Issuing Lender will, at any time and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from on and including after the date of this Agreement Closing Date and prior to the Facility Termination Date for the Extending Lenders upon the request earlier of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available Letter of Credit Maturity Date and (ii) the Revolving Credit Termination Date, and upon request by the Company in accordance with the provisions of Section 3.2, issue for drawing under Facility LCs issued the account of the Company one or more irrevocable standby letters of credit denominated in Dollars or any Foreign Currency and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). From and after the Closing Date, the Existing Letters of Credit shall be Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) shall commence with respect to such LC Issuer Letters of Credit on the Closing Date. The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if the Stated Amount upon issuance (i) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed its LC Issuer’s LC Limitthe Letter of Credit Subcommitment, (ii) when added to the aggregate Dollar Amount Letter of Credit Exposure of the Revolving Credit Lenders at such time with respect to Letters of Credit then outstanding LC Obligations shall not and denominated in a Foreign Currency, would exceed fifty percent (50%) of the Aggregate Commitment$3,000,000, or (iii) when added to the Aggregate Outstanding Revolving Credit Exposure shall not Exposure, would exceed the Aggregate Commitment, aggregate Revolving Credit Commitments at such time; (ivb) at any time at which the Leverage Ratio, determined as No Letter 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) Credit 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 issued that by its terms expires later than the fifth Business Day prior to the Facility Termination Letter of Credit Maturity Date for the Extending Lendersor, in any event, more than one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the expiry date Company, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year or less (but not beyond the Letter of Credit Maturity Date), unless and until the Issuing Lender shall have delivered a Facility LC may be up to one (1) year later than the fifth Business Day notice of nonrenewal at least 30 days prior to the Facility Termination Date if then expiry thereof to the Borrower has Cash Collateralized beneficiary of such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Letter of Credit; and (c) The Issuing Lender shall be under no obligation to issue a Facility LC any Letter of Credit if, at the time of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that has an expiry date the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that is later than its Declining was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender’s Termination Date, prior to the issuance of such Letter of Credit that one or more of the conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance of such Letter of Credit would violate the provisions of Section 3.1(a).

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 and in reliance on the agreements of the Lenders in Sections 2.19(b) and 2.19(e), to issue standby Letters of Credit denominated in Dollars or other Agreed Currencies, commercial Letters of Credit denominated in Dollars or other Agreed Currencies and, in its discretion, Banker’s Acceptances (eacheach such standby Letter of Credit, commercial Letter of Credit or Banker’s Acceptance, 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 fifth Business Day 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 $100,000,000 and (50%) of the Aggregate Commitment, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. Without limiting the foregoing, (iv) at any time at which the Leverage Ratio, determined as all Existing Letters of Credit shall be deemed without further action of the last day of parties to be Facility LCs issued hereunder and subject to 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 dateterms hereof. 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 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 and the applicable LC Issuer 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 to the foregoingcontrary herein or in any Loan Document, no Declining the parties hereto acknowledge and agree that all Banker’s Acceptances shall be treated as Facility LCs for all purposes of this Agreement and the other Loan Documents (including without limitation for the purposes of (A) determining (I) outstanding LC Obligations and (II) Aggregate Outstanding Credit Exposure, (B) participation by the Lenders pursuant to Section 2.19(b) and reimbursement by the Lenders pursuant to Section 2.19(e), (C) cash collateralization pursuant to Section 2.19(k), and (D) Defaulting Lender provisions pursuant to Section 2.22) and shall issue a constitute Obligations guaranteed by the Guarantors and secured by any collateral. Each Facility LC that has an expiry date that is later than its Declining Lender’s Termination Dateshall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable LC Issuer.