Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof 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 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 for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, 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 Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date 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 the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date; 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 of a Facility LC may be up to one (1) year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility 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 if the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension has Cash Collateralized such Facility LC in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply accordance with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlSection 2.19(l).

Issuance. Subject to the terms and conditions hereof 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 any other terms and conditions which the any Issuing Lender may reasonably requirerequire and in reliance upon the representations and warranties set forth herein, during the Revolving Commitment Period the each Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by such Issuing Lender of, standby Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date as the Borrower may request, in a form acceptable to the such Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE SIXTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00060,000,000) (the "“LOC Committed Amount") and ”); (ii) the sum with regard to each Lender individually, such Lender’s share of the aggregate amount of outstanding Revolving Loans plus the aggregate amount of and Swingline Loans and LOC Obligations shall not at any time exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate principal amount of outstanding Revolving Loans, Swingline Loans and LOC Obligations shall not exceed the aggregate Revolving Committed Amount. No 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 shall extended, have an expiry date extending beyond the Revolving Termination Date, except that date five (5) Business Days 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 CreditMaturity 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of 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 Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount 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 1/6 of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date 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 LOC Documents, if any, and provided that no Default or Event letters of Default shall have occurred and be continuing, and further subject to any other terms and conditions which credit identified in Schedule II hereto (the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, “Existing Letters of Credit Credit”) and issued for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) Borrower or for the aggregate amount account 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 Subsidiary 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 be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement 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 Business Day. In the case “issuance” of a conflict Facility LC (or “issue” or other references to forms of such verb in this context) shall include the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controldeemed issuance provided hereby.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each such letter of credit, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderRevolving Credit Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure 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 AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending later than the 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, 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 pay to the Issuing Lender on LC Issuer cash, to be held by the date LC Issuer, for the benefit of issuance or extension 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 available to 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 Letter Facility LC, the LC Issuer shall timely give notice 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 Business Day. In the case of a conflict in the terms termination if (i) as of the LOC Documents and this Credit Agreementclose 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 terms LC Issuer has received a notice of this Credit Agreement shall controltermination from the Borrower or a notice from the Agent that the 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.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit denominated in U.S. Dollars and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed such LC Issuer’s LC Commitment (or such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to the terms and conditions hereof 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 any other terms and conditions which the Issuing Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, during or detract from any action which may be taken by the Revolving Commitment Period Credit Parties or their Subsidiaries under this Credit Agreement), the Issuing Lender shall from time to time upon request issue, in Dollars, and the Lenders LOC Participants shall participate in, letters of credit (the "Letters of Credit Credit") for the account of a Credit Party or any of its Subsidiaries, from time to time upon request the Initial Funding Date until the Maturity Date, in a form reasonably acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed THREE TWENTY FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00025,000,000) (the "LOC Committed Amount") and ), (ii) the sum of the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate amount its pro rata share of outstanding LOC Obligations plus its (other than the Swing Line Lender) pro rata share of outstanding Swing Line Loans shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of 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 Business Day. In Except as otherwise expressly agreed upon by all the case LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance, or as extended, shall have an expiry date extending beyond the Maturity Date. Each Letter of Credit shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a conflict Credit Party or any of its Subsidiaries, or (y) a commercial letter of credit in respect of the purchase of goods or services by a Credit Party or any of its Subsidiaries in the ordinary course of business; it being understood that any Letter of Credit issued on behalf of a Foreign Subsidiary must be permitted by the terms of Section 8.6. Each Letter of Credit shall comply with the related LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlDocuments.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Company; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 10,000,000, (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Aggregate Commitment and (iii) the Aggregate Outstanding Revolving Committed AmountCredit Exposure shall not exceed the Aggregate Revolving Credit Commitments. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending later than one year after the Facility Termination Date; provided, that, (i) any Facility LC with an expiration date later than the Facility Termination Date shall be issued solely at the LC Issuer’s discretion and no LC Issuer shall have any obligation to issue a Facility LC with an expiration date beyond the Revolving Facility Termination Date, except and (ii) any Facility LC that prior to remains outstanding after the Revolving Facility Termination Date a Letter of Credit may shall 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 collateralized by an amount equal to 105% of the maximum 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 be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions or (B) in any manner that would result in a violation of Credit any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall comply by its terms purport to enjoin or restrain the 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 related LOC Documents. 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 particular or shall impose upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and expiry date which the LC Issuer in good xxxxx xxxxx material to it, or (iii) if the issuance of each Letter such Facility LC would violate one or more policies of Credit shall be a Business Day. In the case LC Issuer applicable to letters of a conflict credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the terms 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 LOC Documents and this Credit Agreementdate enacted, the terms of this Credit Agreement shall controladopted, issued or implemented.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify”, and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 50,000,000, and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier to occur of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Letter of Credit Facility LC may be issued or extended with an expiry date extending beyond up to one (1) year later than the Revolving fifth Business Day prior to the Facility Termination Date if, and if the Borrower has posted on or before the fifth Business Day prior to the extent that the Borrower shall provide Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Issuing Lender on the date of issuance or extension Administrative Agent in an amount equal to 105% of the maximum amount LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to be drawn 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 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 Business Day. In the case of a conflict in the terms Laws of the LOC Documents and United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC issued by it (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 250,000,000, (ii) the sum of Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iii) the aggregate amount of Revolving Loans plus the aggregate amount of LOC outstanding LC Obligations issued by each LC Issuer shall not at any time exceed the aggregate Revolving Committed Amountsuch LC Issuer’s LC Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility 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 (y) one year after its issuance; it being understood that if the Borrower shall provide cash collateral so requests in any applicable Facility LC Application, each LC Issuer may, in its sole and absolute discretion, agree to the Issuing Lender on issue a Facility LC that has 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 or extension in an amount equal of such Facility LC) by giving notice to the maximum amount available beneficiary thereof not later than a day in each such twelve-month period to be drawn under agreed upon at the time such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance Facility LC is issued, and provided, further, that no Facility LC may have its expiry date of each Letter of Credit shall be extended to a Business Day. In date later than the case of a conflict date referred to in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlclause (x) above.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue letters of credit (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 20,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitments. No Letter of Credit as originally issued or as extended Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date extending beyond later than the Revolving date one year after the Facility Termination DateDate and (b) the Borrower is unconditionally obligated, except that prior without any further notice, act or demand, to (x) pay to the Revolving Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to 105% to the amount of LC Obligations outstanding on the Facility Termination Date or (y) provide a Letter letter of Credit may be issued or extended with an expiry date extending beyond credit in the Revolving Termination Date ifamount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the extent that Required Lenders and the Borrower Administrative Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC”) shall provide cash collateral each be deemed to the Issuing Lender be a “Facility LC” issued on the date of issuance or extension in an amount equal this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the maximum amount 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 be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions or (ii) in any manner that would result in a violation of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof 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 any other terms and conditions which the Issuing Lender may reasonably requirerequire (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to be given by any Credit Party or conflict with any obligation of, during the Revolving Commitment Period or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower or any of its Subsidiaries; 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 LOC Obligations outstanding plus Revolving Loans outstanding plus Swing Line Loans outstanding plus Competitive Bid Loans outstanding shall not exceed the Revolving Committed Amount and (iii) with respect to each individual LOC Participant, the LOC Participant's pro rata share of outstanding Revolving Loans plus the aggregate amount its pro rata share of outstanding LOC Obligations shall not at any time exceed such LOC Participant's Revolving Loan Commitment Percentage of 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 Business Day. In Except as otherwise expressly agreed upon by all the case LOC Participants, each Letter of Credit shall have an original expiry date not more than one year from the date of issuance; provided that, at the option of the Borrower, Letters of Credit may be subject to automatic renewal for periods not in excess of one year subject to the conditions that (x) the Issuing Lender may give notice to the Borrower not less than 60 days prior to the effective date of such extension that it will not extend such Letter of Credit (and, during the existence and continuation of an Event of Default, the Issuing Lender agrees to give such notice if instructed by the Required Lenders to do so) and (y) no Letter of Credit (or renewal thereof), shall have an expiry date extending beyond the Revolving Loan Maturity Date. Each Letter of Credit shall be either (x) a conflict standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries, or (y) a commercial letter of credit in respect of the purchase of goods or services by the Borrower or any of its Subsidiaries in the terms ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlDocuments.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify,” and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not at exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any time Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the remainder of ($3,500,000i) (the "LOC Committed Amount") and Aggregate Commitment Amount minus (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount Commitments that are scheduled to terminate on such Termination Date; and (c) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of LOC Obligations any court or other governmental authority shall not at by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any time exceed 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 aggregate Revolving Committed Amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purpose. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond the Revolving Termination Date, except that later than seven days prior to the Revolving last scheduled Termination Date a Letter Date. By their execution of Credit may be issued or extended with an expiry date extending beyond this Agreement, the Revolving Termination Date if, and to the extent parties hereto agree 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in 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 Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount 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 $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, but in all events shall be subject to the LC Commitment). No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date 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 LOC Documents, if any, and provided that no Default or Event letters of Default shall have occurred and be continuing, and further subject to any other terms and conditions which credit identified in Schedule II hereto (the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, “Existing Letters of Credit Credit”) and issued for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) Borrower or for the aggregate amount account 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 Subsidiary 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 be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement 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 Business Day. In the case “issuance” of a conflict Facility LC (or “issue” or other references to forms of such verb in this context) shall include the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controldeemed issuance provided hereby.

Issuance. Subject to The LC Issuers hereby agree, on the terms and conditions hereof set forth in this Agreement, to issue commercial 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 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, standby Letters of Credit for the account of in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderMaturity Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (ia) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the Facility LC Sublimit, ($3,500,000b) (the "LOC Committed Amount") and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount outstanding LC Obligations in respect of LOC Obligations all Facility LCs issued by any LC Issuer shall not at any time exceed the aggregate LC Issuer Commitment of such LC Issuer and (c) the Dollar Amount of the Aggregate Outstanding Revolving Committed AmountCredit Exposure shall not exceed the Aggregate Revolving Loan Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Termination Maturity Date a Letter of Credit may be issued or extended with an expiry date extending beyond (unless at the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date time of issuance or extension in an amount equal Modification of such Facility LC, such Facility LC has been cash collateralized to the maximum amount reasonable satisfaction of the applicable LC Issuer in accordance with the procedures set forth in Section 2.24.11) 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 contrary, no LC Issuer shall have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions or (ii) in any manner that would result in a violation of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to the terms and conditions hereof of the Credit Agreement 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 any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period Lenders will participate in the issuance by the Issuing Lender shall issueLender, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request and in Dollars, of such Domestic Letters of Credit from the Closing Date until the Termination Date as Xxxx may request, in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of Domestic LOC Obligations outstanding shall not at any time exceed THREE TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,00010,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus Domestic LOC Obligations outstanding plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of the aggregate principal amount of outstanding Foreign Currency Loans plus the Dollar Amount (as determined as of the most recent Determination Date) of Foreign LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Domestic Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, 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 Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Domestic Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default to issue (or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, continue) Letters of Credit for the account of denominated in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate Dollar amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 5,000,000 and (ii) the sum Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Closing Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the aggregate 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 participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the 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 Loans plus the aggregate amount Percentage) of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amountall LC Obligations. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control(y) one year after its issuance.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof of this Agreement, and any other requirements for letters of credit normally and customarily imposed by an LC Issuer, each LC Issuer agrees to issue Letters of Credit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the LOC Documentsdate of issuance thereof, if any, and provided that (i) no Default or Event of Default has occurred and is continuing, (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have occurred and be continuing, and further subject previously disclosed the same to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by an LC Issuer, each of the Lenders shall participate in, purchase from such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Lender’s Percentage of the Revolving Facility Commitment Amount. With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall require, on or immediately prior to the Maturity Date, cash security for the account period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the undrawn amount of such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a “Letter of Credit Application”) on an LC Issuer’s standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Credit Party Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or LC Issuer may from time to time upon request in a form acceptable to the Issuing 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 Amountreasonably request. No Each Letter of Credit as originally issued or as extended Application shall have an expiry date extending beyond be deemed to govern the Revolving Termination Dateterms of issuance of the subject Letter of Credit, except that prior to the Revolving Termination Date a extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be issued or extended with an expiry date extending beyond renewed from time to time; provided that (a) at least sixty (60) days’ prior written notice thereof shall have been given by the Revolving Termination Date if, and Borrowers to the extent that Administrative Agent and the Borrower shall provide cash collateral to LC Issuer; (b) no Event of Default exists under the Issuing Lender on terms and provisions of the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each particular Letter of Credit shall comply or this Agreement, (c) no act, event or condition has occurred or exists which with notice or the related LOC Documents. The issuance passage of time, or both, would constitute an Event of Default under the terms and expiry date provisions of each the particular Letter of Credit or this Agreement and (d) the Borrowers shall be a Business Day. In the case of a conflict in the terms deemed to have remade and redated each and all of the LOC Documents representations and warranties set forth in this Credit Agreement, and with respect to those representations and warranties qualified by “materiality”, such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by “materiality”, such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the terms Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of this Credit Agreement shall controlDefault.

Issuance. Subject (i) Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated solely in dollars (each, including the Existing Facility LCs, a “Facility LC”), to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”) and to honor drawings under Facility LCs, from time to time during the Availability Period upon the request of the Borrower, provided that immediately after each such Facility LC is issued or Modified or drawn upon, (x) the aggregate amount of the outstanding LC Obligations shall not exceed $100,000,000, (y) the Revolving Credit Exposure of any Lender shall not exceed the Commitment of such Lender and (z) the aggregate of the Revolving Credit Exposures of all the Lenders shall not exceed the aggregate of the Commitments. Each request by the Borrower for the issuance or amendment of a Facility LC shall be deemed to be a representation by the Borrower that the Facility LC or Modification or drawing so requested complies with the conditions set forth in the proviso to the preceding sentence. 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 date that is (x) twelve (12) months after the date issuance or last extension of such Facility LC (unless the Required Lenders have approved such an expiry date) 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) 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 hereof, the Borrower’s ability to obtain Facility LCs shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Facility LCs to replace Facility LCs that have expired or that have been drawn upon and reimbursed. The letters of credit identified on Schedule 2.22 (the “Existing Facility LCs”) shall be deemed to have been issued pursuant hereto as of the LOC Documents, if anyAvailability Date, and provided that no Default or Event of Default from and after the Availability Date shall have occurred and be continuing, and further subject to any other and governed by the 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 for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify,” and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the aggregate amount of all LC Obligations shall not at exceed the Aggregate Commitment Amount; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any time Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the remainder of ($3,500,000i) (the "LOC Committed Amount") and Aggregate Commitment Amount minus (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of LOC Obligations any court or other governmental authority shall not at by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any time exceed 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 aggregate Revolving Committed Amountissuance of letters of credit generally or of such Facility LC in particular. Facility LCs may be issued for any proper corporate purposes. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond the Revolving Termination Date, except that later than seven days prior to the Revolving last scheduled Termination Date a Letter Date. By their execution of Credit may be issued or extended with an expiry date extending beyond this Agreement, the Revolving Termination Date if, and to the extent parties hereto agree 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to Lender agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby 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 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, commercial Letters of Credit for the account of denominated in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Effective Date and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding Facility LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 20,000,000, and (ii) the sum of the aggregate amount of the Revolving Loans plus the aggregate amount of LOC Obligations Exposure shall not at any time exceed the aggregate Revolving Committed Commitment Amount. No Letter The expiration date of Credit as originally issued each Facility LC must be 5 years or as extended shall less from its issuance date, with the exception of one Facility LC in an amount not to exceed $1,500,000 which may have an expiry expiration date extending beyond of up to 7 years from its issuance date. In the Revolving event either party elects not to renew or extend the Credit Agreement (either by new agreement or amendment), or this Agreement otherwise terminates pursuant to the terms hereof, Borrower agrees to Cash Collateralize, on or before the fifth Business Day prior to the Facility Termination Date, 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 100% of the maximum amount Facility LC Obligations that have any expiration date later than the Facility Termination Date. Notwithstanding anything herein to the contrary, Lender shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions or (ii) in any manner that would result in a violation of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby letters of credit (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 25,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitments. No Letter of Credit as originally issued or as extended Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date extending beyond later than the Revolving date one year after the Facility Termination DateDate and (b) the Borrower is unconditionally obligated, except that prior without any further notice, act or demand, to (x) pay to the Revolving Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the amount of LC Obligations outstanding on the Facility Termination Date or (y) provide a Letter standby letter of Credit may be issued or extended with an expiry date extending beyond credit in the Revolving Termination Date ifamount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the extent that Required Lenders and the Borrower Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC”) shall provide cash collateral each be deemed to the Issuing Lender be a “Facility LC” issued 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 Business Day. In the case of a conflict in the terms this Agreement for all purposes of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlLoan Documents.

Issuance. The Borrowers and the Lenders acknowledge that from time to time the Borrowers may request that an LC Issuer issue or amend Letter(s) of Credit. Subject to the terms and conditions hereof of this Agreement, and any other requirements for letters of credit normally and customarily imposed by an LC Issuer, each LC Issuer agrees to issue Letters of Credit or amendments therefor, provided that on the date of each request for a Letter of Credit or amendment to a Letter of Credit and as of the LOC Documentsdate of issuance thereof, if any, and provided that (i) no Default or Event of Default has occurred and is continuing, (ii) no act, event or condition has occurred or exists which with notice or the passage of time, or both, would constitute an Event of Default, and (iii) the Borrowers shall be deemed to have remade and redated each and all of the representations and warranties set forth in this Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have occurred and be continuing, and further subject previously disclosed the same to any other terms and conditions which the Issuing Lender may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of Default. If any such Letter(s) of Credit are issued by an LC Issuer, each of the Lenders shall participate in, purchase from such LC Issuer a risk participation with respect to such Letter(s) of Credit in an amount equal to such Lender's Percentage of the Revolving Facility Commitment Amount. With respect to Letters of Credit issued or renewed (in accordance with the terms set forth below) with an expiration date that extends beyond the Maturity Date, the LC Issuer shall require, on or immediately prior to the Maturity Date, cash security for the account period of exposure from and after the Maturity Date, in an amount equal to one hundred percent (100%) of the undrawn amount of such Letter of Credit. Any request for a Letter of Credit shall be made by a Borrower submitting to the LC Issuer (with a copy to the Administrative Agent) an Application and Agreement for Letter of Credit or Amendment to Letter of Credit (each being herein referred to as a "Letter of Credit Application") on an LC Issuer's standard form, at least three (3) Business Days prior to the date on which the issuance or amendment of the Letter of Credit shall be required, which Letter of Credit Application shall be executed by a duly authorized officer of a Credit Party Borrower, and be accompanied by such other supporting documentation and information as the Administrative Agent or LC Issuer may from time to time upon request in a form acceptable to the Issuing 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 Amountreasonably request. No Each Letter of Credit as originally issued or as extended Application shall have an expiry date extending beyond be deemed to govern the Revolving Termination Dateterms of issuance of the subject Letter of Credit, except that prior to the Revolving Termination Date a extent inconsistent with the terms of this Agreement. It is understood and agreed that Letters of Credit shall not be issued for durations of longer than one (1) year. Any outstanding Letter of Credit may be issued or extended with an expiry date extending beyond renewed from time to time; provided that (a) at least sixty (60) days' prior written notice thereof shall have been given by the Revolving Termination Date if, and Borrowers to the extent that Administrative Agent and the Borrower shall provide cash collateral to LC Issuer; (b) no Event of Default exists under the Issuing Lender on terms and provisions of the date of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each particular Letter of Credit shall comply or this Agreement, (c) no act, event or condition has occurred or exists which with notice or the related LOC Documents. The issuance passage of time, or both, would constitute an Event of Default under the terms and expiry date provisions of each the particular Letter of Credit or this Agreement and (d) the Borrowers shall be a Business Day. In the case of a conflict in the terms deemed to have remade and redated each and all of the LOC Documents representations and warranties set forth in this Credit Agreement, and with respect to those representations and warranties qualified by "materiality", such representations and warranties shall be true and correct in all respects, and with respect to those representations and warranties not qualified by "materiality", such representations and warranties shall be true and correct in all material respects in each case as of such date, unless such representation or warranty specifically refers to an earlier date or the terms Borrowers are unable to remake and redate any such representation or warranty, in which case the Borrowers shall have previously disclosed the same to the Administrative Agent and the Lenders in writing, and such inability does not constitute or give rise to an Event of this Credit Agreement shall controlDefault.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby or commercial letters of credit denominated in Dollars (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $20,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. 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 and (y) one (1) year after its issuance; provided, however, that (ix) 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 of a Facility LC may be up to one (1) year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility Termination Date a Letter of Credit may be issued if the Borrowers have posted on or extended with an expiry date extending beyond before the Revolving fifth Business Day prior to the Facility Termination Date if, and cash collateral in the Facility LC Collateral Account on terms reasonably satisfactory to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension Administrative Agent in an amount equal to 103% of the maximum amount 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(c) below. Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue any Facility LC the proceeds of which would be made available to be drawn 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 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 Business Day. In the case of a conflict in the terms Laws of the LOC Documents and United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and -------- conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and provided that no Default or Event of Default shall have occurred and be continuingeach such action a "Modification"), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is -------- issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 15,000,000 and (ii) the sum of the aggregate amount of Aggregate Outstanding Revolving Loans plus the aggregate amount of LOC Obligations Credit Exposure shall not at any time exceed the aggregate Aggregate Revolving Committed AmountCredit Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving earlier of (x) the fifth Business Day prior to the Facility Termination Date (unless (z) below is applicable), (y) one year after its issuance and (z) one year after the Facility Termination Date, except provided, however, that prior -------- ------- the LC Issuer, as a condition to the Revolving Termination Date a Letter of Credit may be issued or extended with issuing any Facility LC which has an expiry date extending beyond later than the Revolving Facility Termination Date ifDate, and to the extent may require that the Borrower shall provide (A) deposit cash collateral in the amount of the resulting LC Obligations in an interest-bearing account maintained with the LC Issuer for application to the Issuing Lender Borrower's reimbursement obligations under Section 2.21.6 as payments are made on each such Facility LC, with the date balance, if any, returned to the Borrower upon the expiration of issuance the Facility LC with the latest expiry date, or extension (B) provide one or more irrevocable letters of credit in an amount equal 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 available at any time payable under each such Facility LC, plus all costs and fees then or thereafter payable with respect to be drawn such Facility LC 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlAgreement.

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of 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 Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount 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 25% of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date 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 LOC Documents, if any, letters of credit identified in Schedule II hereto and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit issued for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing 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 be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement 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 Business Day. In the case "issuance" of a conflict Facility LC (or "issue" or other references to forms of such verb in this context) shall include the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controldeemed issuance provided hereby.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, issue Letters of Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a “Modification”), from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of and for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderBorrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 50,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year after its issuance. If the Borrower so requests in any applicable Facility LC Application, the LC Issuer may, in its sole and absolute discretion, agree to issue a Facility LC that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit may be issued or extended must permit the LC Issuer to prevent any such extension at least once in each twelve-month period (commencing 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 of such Facility LC) by giving prior notice to the maximum amount available beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be drawn under agreed upon at the time such Letter of CreditFacility LC is issued. Each Unless otherwise directed by the LC Issuer, the Borrower shall not be required to make a specific request to the LC Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall comply be deemed to have authorized (but may not require) the LC Issuer to permit the extension of such Facility LC at any time to an expiry date not later than the Facility Termination Date; provided, however, that the LC Issuer shall not permit any such extension if (a) the LC Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Facility LC in its revised form (as extended) under the terms hereof (by reason of the provisions of this Section 2.20 or otherwise), or (b) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (i) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (ii) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each case directing the LC Issuer not to permit such extension. The LC Issuer shall not be under any obligation to issue any Facility LC if a default of any Lender’s obligations to fund under Section 2.20 exists or any Lender is at such time a Defaulting Lender or an Impacted Lender hereunder, unless the LC Issuer has entered into arrangements satisfactory to the LC Issuer with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In Borrower or such Lender to eliminate the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlLC Issuer’s risk with respect to such Lender.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderTermination Date upon the request of the Borrower or any Subsidiary Guarantor; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Revolving Loan Commitment, (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Committed AmountLoan Commitment. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be 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 LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided, however, that any Facility LC with a Letter of Credit one-year term may be issued or extended with an expiry date extending provide for the renewal thereof for additional one-year periods that do not extend beyond the Revolving Termination Date if, and date referenced in clause (x) hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the extent that the Borrower shall provide cash collateral to the Issuing Lender satisfaction on the date Closing Date of issuance or extension the conditions precedent set forth in an amount equal to Sections 4.1 and 4.2, such letters of credit shall constitute, on and after 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 Closing Date, Facility LCs and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents subject to and benefit from this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit denominated in U.S. Dollars and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed such LC Issuer’s LC Commitment (or such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit, (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not at any time exceed be later than one year following such next scheduled Termination Date) so long as on or before the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderTermination Date upon the request of the Borrower or any Subsidiary Guarantor; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Revolving Loan Commitment, (ii) the sum of Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment and (iv) the aggregate face amount of Revolving Loans plus the aggregate amount of LOC Obligations all Facility LCs issued and then outstanding by any LC Issuer shall not exceed such LC Issuer’s Applicable LC Sublimit. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be 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 time exceed the aggregate Revolving Committed AmountSubsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Letter of Credit as originally Facility LC other than Extended Facility LCs issued or as extended pursuant to Section 2.19.13 shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth (5th) Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided, however, that any Facility LC with a Letter of Credit one-year term may be issued or extended with an expiry date extending provide for the renewal thereof for additional one-year periods that do not extend beyond the Revolving Termination Date if, and date referenced in clause (x) hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the extent that the Borrower shall provide cash collateral to the Issuing Lender satisfaction on the date Closing Date of issuance or extension the 49 conditions precedent set forth in an amount equal to Sections 4.1 and 4.2, such letters of credit shall constitute, on and after 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 Closing Date, Facility LCs and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents subject to and benefit from this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit denominated in any Agreed Currency (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify any Facility LC issued by it (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable (including on the Effective Date) prior to the Issuing LenderFacility Termination Date, upon the request of the applicable Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (ia) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS $200,000,000, ($3,500,000b) (the "LOC Committed Amount") Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iic) the sum of the aggregate amount of Revolving Loans plus the aggregate amount outstanding LC Obligations of LOC Obligations any LC Issuer shall not at any time exceed the aggregate Revolving Committed Amountits LC Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date a Letter and (y) one year after its issuance; provided that any Facility LC may contain an “evergreen” provision providing for automatic renewal of Credit may such Facility LC absent advance notice by the applicable Borrower or the applicable LC Issuer for periods up to one year unless (A) prior to the date specified in 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 such Facility LC shall not be issued renewed or extended with an (B) the new expiry date extending day of such Facility LC would extend beyond the Revolving Termination Date if, and fifth Business Day prior 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlFacility Termination Date.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each such letter of credit, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderRevolving Credit Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however(x) the LC Obligations shall not exceed the LC Commitment, that (iy) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LOC LC Obligations shall not of any LC Issuer 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 Amountsuch LC Issuer's LC Issuer Sublimit, unless otherwise expressly agreed by such LC Issuer. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the Revolving Termination Date, except that renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date ifDate, and to the extent that the Borrower shall provide cash collateral deliver to the Issuing Lender on Agent cash, to be held by the date Agent, for the benefit of issuance or extension the LC Issuers and the Lenders, in 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 maximum amount available 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 drawn under automatically renewed unless notice of termination is given by the applicable LC Issuer with respect to such Letter Facility LC, such LC Issuer shall timely give notice 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 Business Day. In the case of a conflict in the terms termination if (i) as of the LOC Documents and this Credit Agreementclose 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 terms Borrower or a notice from the Agent that the conditions to issuance of this Credit Agreement shall controlsuch Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date referred to in clause (x) above.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof 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 Effective Date and prior to the Facility Termination Date upon the request 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 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 for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderBorrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 50,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date 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 sole discretion. On the initial Borrowing Date each Existing Letter of Credit may shall be deemed to be a Facility LC issued or extended with an expiry date extending beyond under and governed in all respects by the Revolving Termination Date ifterms and conditions of this Agreement, and to the extent that the Borrower each Lender shall provide cash collateral to the Issuing Lender on the date participate in each Existing Letter of issuance or extension Credit in an amount equal to its Pro Rata Share of the maximum face amount available to be drawn under of such Existing 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby 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 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, commercial Letters of Credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify” and each such action a “Modification”), from time to time from and including the Closing Date and prior to the Facility Termination Date upon the request and for the account of a Credit Party from time the Borrower; provided that the maximum face amount of the Facility LC to time upon request in a form acceptable to be issued or Modified, does not exceed the Issuing Lender; provided, however, that lesser of (i) an amount equal to $20,000,000 minus the sum of (1) the aggregate undrawn amount of LOC all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations shall not with respect to all Facility LCs outstanding at any such 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 AmountAvailability. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date, except and (y) one (1) year after its issuance; provided that prior to the Revolving Termination Date a any Letter of Credit 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). 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 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 particular or shall impose upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the LC Issuer in good xxxxx xxxxx material to it, or (iii) if the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Closing Date for purposes of clause (ii) above, regardless of the date enacted, adopted, 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlimplemented.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, Documents and provided that no Default or 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, during and in reliance upon the Revolving Commitment Period representations and warranties set forth herein, the Issuing Lender shall agrees to issue, and each Lender severally agrees to participate in the Lenders shall participate inissuance by the Issuing Lender of, Letters of Credit for the account of a Credit Party in Dollars from time to time upon request from the Closing Date until the Maturity Date or such earlier date as the LOC Commitment shall have been terminated as provided herein as the Borrower may request, in a form acceptable to the Issuing LenderLender in its reasonable determination; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") Amount and (ii) the sum of the aggregate principal amount of Revolving outstanding Loans plus the aggregate amount of LOC Obligations outstanding shall not at any time exceed the aggregate Revolving Committed Amount. No Letter of Credit shall (x) have an original expiration date more than one year from the date of issuance or (y) as originally issued or as extended shall extended, have an expiry expiration date extending beyond the Revolving Termination Date, except that thirty (30) days prior to the Revolving Termination Maturity Date a Letter of Credit may or (z) 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 in a face amount of issuance or extension in an amount equal to the maximum amount available to be drawn under such Letter of Creditless than $250,000.00. Each Letter of Credit shall comply with the its related LOC Documents. The issuance and expiry date expiration dates of each Letter of Credit shall be a Business Day. In the case of a conflict The parties hereto agree that in the terms event of any conflict, variation or inconsistency between any of the provisions hereof and of the LOC Documents and this Credit Agreementany other terms and conditions which the Issuing Lender may reasonably require, then the terms provisions of this Credit Agreement shall control, govern, supersede, and prevail in all respects.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue commercial and standby letters of the LOC Documentscredit in Dollars (each, if anya “Facility LC”) and to extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of a Borrower; providedprovided that (A) immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 150,000,000, (ii) the sum Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment 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 aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall applicable Facility LC, that one or more applicable conditions contained in Section 4.2 has not at any time exceed the aggregate Revolving Committed Amountbeen satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the seventh Business Day prior to the Revolving Facility Termination Date a 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 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; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by JPMCB, as the 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 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.:

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderTermination Date upon the request of the Borrower or any Subsidiary Guarantor; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Revolving Loan Commitment, (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Committed AmountLoan Commitment. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be 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 LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Letter of Credit as originally Facility LC other than Extended Facility LCs issued or as extended pursuant to Section 2.19.13 shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth (5th) Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided, however, that any Facility LC with a Letter of Credit one-year term may be issued or extended with an expiry date extending provide for the renewal thereof for additional one-year periods that do not extend beyond the Revolving Termination Date if, and date referenced in clause (x) hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the extent that the Borrower shall provide cash collateral to the Issuing Lender satisfaction on the date Closing Date of issuance or extension the conditions precedent set forth in an amount equal to Sections 4.1 and 4.2, such letters of credit shall constitute, on and after 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 Closing Date, Facility LCs and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents subject to and benefit from this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuers hereby agree, on the terms and conditions hereof set forth in this Agreement, to issue commercial 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 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, standby Letters of Credit for the account of in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderMaturity Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (ia) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") Facility LC Sublimit and (iib) the sum of the aggregate amount of Aggregate Outstanding Revolving Loans plus the aggregate amount of LOC Obligations Credit Exposure shall not at any time exceed the aggregate Aggregate Revolving Committed AmountLoan Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Termination Maturity Date a Letter of Credit may be issued or extended with an expiry date extending beyond (unless at the Revolving Termination Date if, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date time of issuance or extension in an amount equal Modification of such Facility LC, such Facility LC has been cash collateralized to the maximum amount reasonable satisfaction of the applicable LC Issuer in accordance with the procedures set forth in Section 2.24.11) 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 contrary, no LC Issuer shall have any obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions or (ii) in any manner that would result in a violation of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set forth in this Agreement, to issue standby letters 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 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 credit denominated in U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, a Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderTermination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC 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 at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) 0 (the "LOC Committed Amount") and “LC Commitment”), (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposures shall not at any time exceed the aggregate Revolving Committed Amountof all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed $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, but in all events shall be subject to the LC Commitment). No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided that any Facility LC with a Letter of Credit one-year term may be issued or extended with an expiry date extending provide for the renewal thereof for additional one-year periods (which shall in no event extend 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 referenced 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlclause (x) above).

Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of 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 Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount 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 25% of the LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Termination Date 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 LOC Documents, if any, letters of credit identified in Schedule II hereto and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit issued for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) Borrower or for the aggregate amount account 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 Subsidiary 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 be deemed to be Facility LCs issued pursuant to this Agreement, and any reference in this Agreement 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 Business Day. In the case "issuance" of a conflict Facility LC (or "issue" or other references to forms of such verb in this context) shall include the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controldeemed issuance provided hereby.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit in a form reasonably acceptable to the applicable LC Issuer and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each such letter of credit, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderRevolving Credit Termination Date upon the request of the Borrower; providedprovidedthat immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure 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 AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending later than the 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, 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 pay to the Issuing Lender on LC Issuer cash, to be held by the date LC Issuer, for the benefit of issuance or extension 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 available to 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 Letter Facility LC, the LC Issuer shall timely give notice 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 Business Day. In the case of a conflict in the terms termination if (i) as of the LOC Documents and this Credit Agreementclose 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 terms LC Issuer has received a notice of this Credit Agreement shall controltermination from the Borrower or a notice from the Agent that the 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.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or Event of Default shall have occurred and be continuing, and further subject to issue to any other terms Loan Party standby 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, commercial Letters of Credit for the account of (each, a Credit Party "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 upon request in a form acceptable from and including the Closing Date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower, on behalf of itself or the applicable Loan Party; providedprovided that, howeverthe maximum face amount of the Facility LC to be issued or Modified, that does not exceed the lesser of (i) an amount equal to $20,000,000 minus the sum of (1) the aggregate undrawn amount of LOC all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations shall not with respect to all Facility LCs outstanding at any such 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 AmountAvailability. No Letter of Credit as originally issued Facility LC (or as extended any renewal thereof) shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year after its issuance; provided that each Facility LC with a Letter one-year tenor may provide for the renewal thereof for additional one-year periods. The Agent, the Lenders and the Loan Parties hereby acknowledge and agree that the Letters of Credit may 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 issued or extended with an expiry date extending beyond subject to Modification and, upon expiration thereof, such Closing Date LCs shall be replaced (if necessary) by new Facility LCs hereunder. Until the Revolving Termination expiration of the Closing Date ifLCs, 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 KeyBank shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms LC Issuer for purposes of this Credit Agreement shall controlAgreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and provided that no Default or Event of Default shall have occurred and be continuingeach such action a "Modification"), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the lesser of: (a) $3,500,0005,000,000, and (b) (the "LOC Committed Amount") Collateral Value of the Borrowing Base minus the amount of all Revolving Loans and Swing Line Loans outstanding, and (ii) the sum of the aggregate amount of Aggregate Outstanding Revolving Loans plus the aggregate amount of LOC Obligations Credit Exposure shall not at any time exceed the aggregate Aggregate Revolving Committed AmountCredit Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date a Letter of and (y) one year after its issuance. Under the Existing Credit may be Agreement, Zions, as the "LC Issuer" (as defined therein) 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 Existing Letters of Credit. Each Letter Effective as of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter Effective Date, the Existing Letters of Credit shall be a Business Daydeemed "Facility LCs for all purposes of this Agreement and the other Loan Documents. In All issuance fees paid to the case "Lenders" under (and as defined in) the Existing Credit Agreement with respect to the Existing Letters of a conflict in the terms Credit shall be pro rated as of the LOC Documents Effective Date and this the Lenders hereunder allocated their respective Pro Rata Shares thereof by those of the Lenders which were "Lenders" under the Existing Credit Agreement, the terms of this Credit Agreement shall control...

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof 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 Effective Date and prior to the Facility Termination Date upon the request 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 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 for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderBorrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 75,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year period may provide for the renewal thereof for additional one-year periods but in no event shall the expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date 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 sole discretion. On the initial Borrowing Date each Existing Letter of Credit may shall be deemed to be a Facility LC issued or extended with an expiry date extending beyond under and governed in all respects by the Revolving Termination Date ifterms and conditions of this Agreement, and to the extent that the Borrower each Lender shall provide cash collateral to the Issuing Lender on the date participate in each Existing Letter of issuance or extension Credit in an amount equal to its Pro Rata Share of the maximum face amount available to be drawn under of such Existing 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby 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 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, commercial Letters of Credit for the account of denominated in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Amendment No. 5 Effective Date and prior to the Issuing LenderFive-Year Revolving Loan Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 100,000,000, (ii) the sum of the aggregate amount of the Five-Year Revolving Loans plus the aggregate amount of LOC Obligations Exposures shall not at any time exceed the aggregate Five-Year Revolving Committed AmountCommitments, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier to occur of (x) the fifth Business Day prior to the Five-Year Revolving Loan Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Letter of Credit Facility LC may be issued or extended with an expiry date extending beyond up to one (1) year later than the fifth Business Day prior to the Five-Year Revolving Loan Termination Date if, and if the Borrower has posted on or before the fifth Business Day prior to the extent that the Borrower shall provide Five-Year Revolving Loan Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Issuing Lender on the date of issuance or extension Administrative Agent in an amount equal to 103% of the maximum amount LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to be drawn under 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 Letter funding, is the subject of Credit. Each Letter any comprehensive Sanctions, in each case where such activity or business is in violation of Credit shall comply with the related LOC Documents. The issuance and expiry date applicable Sanctions, or (ii) in any manner that would result in a violation of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and applicable Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit (each, if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderTermination Date upon the request of the Borrower or any Subsidiary Guarantor; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Revolving Loan Commitment, (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Committed AmountLoan Commitment. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be 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 LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth (5th) Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided, however, that any Facility LC with a Letter of Credit one-year term may be issued or extended with an expiry date extending provide for the renewal thereof for additional one-year periods that do not extend beyond the Revolving Termination Date if, and date referenced in clause (x) hereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the extent that the Borrower shall provide cash collateral to the Issuing Lender satisfaction on the date Closing Date of issuance or extension the conditions precedent set forth in an amount equal to Sections 4.1 and 4.2, such letters of credit shall constitute, on and after 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 Closing Date, Facility LCs and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents subject to and benefit from this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set out in this Agreement, to issue Financial Letters of the LOC DocumentsCredit, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Performance Letters of Credit for and Documentary Letters of Credit (collectively with the account Existing Letters of Credit, each, a Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing Lenderdate that is five Business Days prior to its respective Commitment Maturity Date upon the request of any Borrower or any Restricted Subsidiary; provided, however, provided that (i) the aggregate amount of LOC Obligations each Facility LC shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and be issued in an Agreed Currency, (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 immediately after each such Facility LC is issued or as extended shall have an expiry date extending beyond Modified, the Revolving Termination Date, LC Obligations of any LC Issuer may not exceed its LC Commitment (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 of any excess caused by the Borrower Excess Existing LC Obligations attributable to an Overadvanced LC Issuer as provided in clause (b) below), (iii) immediately after each such Facility LC is issued or Modified, the aggregate LC Obligations may not exceed the LC Sublimit, (iv) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (v) if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not exceed the portion of the Aggregate Commitment not expiring on such Commitment Maturity Date. In addition, (A) no LC Issuer shall be obligated to issue any Facility LC if (1) such Facility LC has an initial expiry date later than three years after its issuance, unless such LC Issuer agrees to a later expiry date in its sole discretion or (2) such Facility LC contains any provisions for the automatic reinstatement of the maximum stated amount after any drawing thereunder and (B) no LC Issuer shall be under any obligation to increase or extend any Facility LC if (1) such LC Issuer would have no obligation at such time to issue the Facility LC in its modified form under the terms hereof or (2) the beneficiary of such Facility LC does not accept the proposed modification thereto. Any Facility LC may provide cash collateral for the renewal thereof for additional one-year periods unless the LC Issuer provides prior notice of non-renewal to the Issuing Lender on beneficiary, which periods shall not in any event extend the expiry date of issuance or extension in an amount equal to such Facility LC more than 12 months beyond the maximum amount available to be drawn under such Letter of Creditrespective Commitment Maturity Date. Each Letter On the Closing Date, all Existing Letters of Credit shall comply with automatically, without any action on the related LOC Documents. The issuance part of any Person, be deemed to be Facility LCs issued and expiry date of each Letter of Credit outstanding hereunder, and shall be a Business Day. In the case of a conflict in subject to and governed by the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlconditions hereof.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay (other than Barclays Bank PLC) letters of credit in U.S. Dollars or a Foreign Currency in a form reasonably acceptable to the applicable LC Issuer and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed such LC Issuer’s LC Commitment (or such higher amount agreed upon between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby letters of credit in 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 LOC Documents, if any, Facility Termination Date upon the request of and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable to the Issuing LenderBorrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (ia) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 150,000,000 and (iib) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that prior to the Revolving Termination Date a Letter earlier 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 (c) one year after the date of issuance or extension and (d) except as otherwise provided in an amount equal Section 2.19.13, five (5) Business Days prior to the maximum amount available to be drawn under such Letter of Credit. Each Facility Termination Date; provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall comply with in no event extend beyond the related LOC Documentsdate 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 issuance and expiry date of each Existing Letter of Credit shall be a Business Day. In deemed to have been issued pursuant hereto on the case of a conflict in date hereof, and 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, JPMorgan Chase Bank, N.A. shall have no obligation to issue any Facility LC other than the Existing Letter of the LOC Documents Credit unless it shall agree to do so in its sole and this Credit Agreement, the terms of this Credit Agreement shall controlabsolute discretion.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default to issue (or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, continue) Letters of Credit for the account of denominated in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Restatement Date and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate Dollar amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 10,000,000 and (ii) the sum Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the aggregate 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 participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the 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 Loans plus the aggregate amount Percentage) of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amountall LC Obligations. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control(y) one year after its issuance.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof and set forth in this Agreement (including the limitations set forth in Section 2.01), upon the request of the LOC DocumentsBorrower, if anyto issue standby letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify,” and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount agreed upon in writing between the Borrower and such LC Issuer; (b) the aggregate amount of all LC Obligations shall not at exceed the lesser of $4,000,000,000 and the Aggregate Commitment Amount; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any time Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS the remainder of ($3,500,000i) (the "LOC Committed Amount") and Aggregate Commitment Amount minus (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be obligated to issue or Modify any Facility LC if (i) any order, judgment or decree of LOC Obligations any court or other governmental authority shall not at by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC or (ii) any time exceed 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 aggregate Revolving Committed Amountissuance 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. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond the Revolving Termination Date, except that later than seven days prior to the Revolving last scheduled Termination Date a Letter Date. By their execution of Credit may be issued or extended with an expiry date extending beyond this Agreement, the Revolving Termination Date if, and to the extent parties hereto agree 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit denominated in Dollars (each such letter of credit, if anytogether with each Existing Letter of Credit, a “Facility LC”) and provided that no Default to renew, extend, increase, decrease or Event of Default shall have occurred otherwise modify each Facility LC (“Modify,” and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderRevolving Credit Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however(x) the LC Obligations shall not exceed the LC Sublimit, that (iy) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LOC LC Obligations shall not of any LC Issuer 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 Amountsuch LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the Revolving Termination Date, except that renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date ifDate, and to the extent that the Borrower shall provide cash collateral Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. 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 as of the close of business on the seventeenth (17th) day prior to the Issuing Lender on the date last day upon which such LC Issuer’s notice of issuance or extension in an amount equal termination may be given to the maximum amount available 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 conditions to be drawn issue such Facility LC in its revised form (as extended) under such Letter the terms hereof (by reason of CreditSection 4.2 or otherwise) have not been satisfied. Each Letter As of the Closing Date, 40 each of the Existing Letters of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreementconstitute, the terms for all purposes of this Credit Agreement shall controland the other Loan Documents, a Facility LC issued and outstanding hereunder.

Issuance. Subject to The LC Issuers may, on the terms and conditions hereof set forth in this Agreement 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 any other terms their respective discretion, issue standby and conditions which performance letters of credit in Dollars (each, together with the Issuing Lender may reasonably requireletters of credit deemed issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), during the Revolving Commitment Period the Issuing Lender shall issuea “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and the Lenders shall participate ineach such action a “Modification”), Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the Closing Exhibit 10.1 Date and prior to the Issuing LenderFacility Termination Date upon the request of any Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at exceed $25,000,000; provided such sublimit may be increased, in an amount not to exceed $75,000,000 in the aggregate, from time to time upon agreement between the Administrative Agent and Borrowers, so long as any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS such increase has been appropriately agreed to by a Lender ($3,500,000) (that is or shall become an LC Issuer), on terms and conditions reasonably satisfactory to the "LOC Committed Amount") Administrative Agent and (ii) the sum of the aggregate amount of Aggregate Outstanding Revolving Loans plus the aggregate amount of LOC Obligations Credit Exposure shall not at any time exceed the aggregate Aggregate Revolving Committed AmountCommitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth (5th) Business Day prior to the Revolving Facility Termination Date a Letter of Credit and (y) one year after its issuance; provided, that any Facility LC (x) may be issued or extended with an contain customary “evergreen” provisions pursuant to which the expiry date extending beyond is automatically extended for a specific time period unless the Revolving Termination Date if, and LC Issuer gives notice to the extent that the Borrower shall provide cash collateral beneficiary of such Facility LC at least a specified time prior to the Issuing Lender on expiry date then in effect and/or (y) may have an expiration date more than one year from the date of issuance or extension in an amount equal if required under related industrial revenue bond documents and agreed to by the LC Issuer and the Administrative Agent. Notwithstanding anything herein to the maximum amount contrary, the LC Issuers shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of which would be made available to be drawn under 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 Letter funding, is the subject of Credit. Each Letter any Sanctions, (ii) in any manner that would result in a violation of Credit shall comply with the related LOC Documents. The issuance and expiry date any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms one or more policies of the LOC Documents and this Credit Agreement, the terms relevant LC Issuer applicable to letters of this Credit Agreement shall controlcredit generally.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, issue standby Letters of Credit denominated in Dollars (each, a “Facility LC”) requested by the Borrower or any of its Subsidiaries as the applicant or co-applicant thereof for the account 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 Credit Party “Modification”), from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 25,000,000, and (ii) the sum Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. The Borrower unconditionally and irrevocably agrees that, in connection with any Facility LC issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of all payments made by the LC Issuers in respect of Facility LCs in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.19(d) to the same extent as if it were the sole account party in respect of such Facility LC (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the aggregate amount obligations of Revolving Loans plus the aggregate amount such a Subsidiary that is an account party in respect of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amountsuch Facility LC). No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier to occur of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Letter of Credit Facility LC may be issued or extended with an expiry date extending beyond up to one (1) year later than the Revolving fifth Business Day prior to the Facility Termination Date if, and if the Borrower has Cash Collateralized such Facility LC on or before the fifth Business Day prior to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension Facility Termination Date 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 Business Day. In the case of a conflict in the terms at least 103% of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlLC Obligations with respect to such Facility LC.

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default to issue (or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, continue) Letters of Credit for the account of denominated in Dollars (each, a Credit Party “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 upon request in a form acceptable from and including the Restatement Date and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate Dollar amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 5,000,000 and (ii) the sum Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment; and provided further that no LC Issuer shall be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain such LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that such LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon such LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon such LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that such LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of such LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the aggregate 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 participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the 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 Loans plus the aggregate amount Percentage) of LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amountall LC Obligations. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Facility 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control(y) one year after its issuance.

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, 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 Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date 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 the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date; 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 of a Facility LC may be up to one (1) year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility 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 if the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension has Cash Collateralized such Facility LC in an amount equal to the maximum amount available to be drawn under such Letter of Credit. Each Letter of Credit shall comply accordance with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control‎Section 2.19(l).

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof and set out in this Agreement, to issue Financial Letters of the LOC DocumentsCredit, if anyPerformance Letters of Credit, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Documentary Letters of Credit for and Bank Guaranties (collectively with the account Existing Letters of Credit, each, a Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing Lenderdate that is 5 Business Days prior to its respective Commitment Maturity Date upon the request of any Borrower or any Restricted Subsidiary; provided, however, provided that (ia) each Facility LC shall be issued in an Agreed Currency, (b) immediately after each such Facility LC is issued or Modified, the LC Obligations may not exceed the LC Sublimit (in the aggregate or with respect to any LC Issuer), (c) immediately after each such Facility LC is issued or Modified, the Aggregate Outstanding Credit Exposure may not exceed the Aggregate Commitment, and (d) if the expiry date of such Facility LC would occur after the Commitment Maturity Date of any Lender, the stated amount of LOC Obligations shall such Facility LC, together with the undrawn stated amount of all other Facility LCs with expiry dates occurring after such Commitment Maturity Date, may not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and (ii) the sum portion of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall Aggregate Commitment not at any time exceed the aggregate Revolving Committed Amountexpiring on such Commitment Maturity Date. No Letter of Credit as originally issued or as extended Facility LC shall have an initial expiry date extending later than five years after its issuance. Any Facility LC may provide for the renewal thereof for additional one-year periods unless the applicable LC Issuer provides prior notice of non-renewal to the beneficiary, which periods shall not in any event extend the expiry date of such Facility LC more than 12 months beyond the Revolving Termination respective Commitment Maturity Date. Any Bank Guaranty issued under this Agreement shall be subject to the additional requirements of Section 2.26.13 hereof. On the Closing 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 all Existing Letters of Credit shall comply with automatically, without any action on the related LOC Documents. The issuance part of any Person, be deemed to be Facility LCs issued and expiry date of each Letter of Credit outstanding hereunder, and shall be a Business Day. In the case of a conflict in subject to and governed by the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlconditions hereof.

Issuance. Subject to Each Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and documentary letters of the LOC Documentscredit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, if anyextend, and provided that no Default increase, decrease or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, otherwise modify Letters of Credit for the account of (“Modify,” and each such action a Credit Party “Modification”) from time to time upon request in a form acceptable from the Third Restatement Date to the Issuing LenderFacility Termination Date upon the request of a Borrower; providedprovided that immediately after any Letter of Credit is issued or Modified, however, that (i) the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Commitment, (ii) the sum of LC Exposure shall not exceed $50,000,000, (iii) the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Multicurrency Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not at any time exceed the aggregate Revolving Committed Amount$100,000,000. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond after the Revolving Termination Date, except that earlier of (x) five Business Days prior to the Revolving scheduled Facility Termination Date a (unless such Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date if, and is collateralized on terms satisfactory to the extent that the Borrower shall provide applicable Issuer with cash collateral or a standby letter of credit in form and substance and from a financial institution acceptable to the Issuing Lender on 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 renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Facility Termination Date) (or extension 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 amount equal 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 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 LC Exposure permitted hereby shall be a Business Day. In the case reduced to an amount less than $50,000,000, to 50% of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlsuch lesser amount).

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue (or continue) standby 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 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, commercial Letters of Credit for denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the account of Existing Credit Agreement, each, a Credit Party “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 Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $40,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that the LC Issuer shall not be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of the LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a form acceptable currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to the Issuing LC Issuer have been entered into to eliminate the LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the Borrower to post cash collateral with the LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all LC Obligations. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; 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 of a Facility LC may be up to one year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility Termination Date a Letter of Credit may be issued if the Borrower has posted on or extended with an expiry date extending beyond before the Revolving fifth Business Day prior to the Facility Termination Date if, and cash collateral in the Facility LC Collateral Account on terms satisfactory to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension LC Issuer in an amount equal to 105% of the maximum amount available LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance Facility LCs issued under, and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in subject to the terms of the LOC Documents and this Credit Agreement, the terms conditions of this Credit Agreement shall controlAgreement.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue (or continue) standby 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 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, commercial Letters of Credit for denominated in Dollars (including without limitation any and all Existing Facility LCs issued under the account of Existing Credit Agreement, each, a Credit Party “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 Restatement Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $30,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment; and provided further that the LC Issuer shall not be required to issue any Facility LC if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain the LC Issuer from issuing such Facility LC, or any legal requirement of general application applicable to the LC Issuer or any request or directive (whether or not having the force of law) from any governmental or public body authority with jurisdiction over the LC Issuer prohibits, or requests that the LC Issuer refrain from, the issuance of Letters of Credit or such Facility LC or imposes upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or imposes upon the LC Issuer any unreimbursed loss, cost, or expense that was not applicable on the Restatement Date and that the LC Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Facility LC would violate any legal requirements or one or more policies of the LC Issuer applicable to Letters of Credit; (C) such Facility LC is to be denominated in a form acceptable currency other than Dollars, (D) such Facility LC contains any provision for automatic reinstatement of the stated amount after any drawing thereunder, or (E) a default of any Lender’s reimbursement obligations under Section 2.17.5 exists or any Lender at such time is a Defaulting Lender, unless arrangements satisfactory to the Issuing LC Issuer have been entered into to eliminate the LC Issuer’s risk with respect to the participation in Facility LCs of such Defaulting Lender or Lenders, which may include requiring the Borrowers to post cash collateral with the LC Issuer in an amount equal to each Defaulting Lender’s pro rata share (based on such Lender’s Revolving Percentage) of all LC Obligations. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; 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 of a Facility LC may be up to one year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility Termination Date a Letter of Credit may be issued if the Borrower has posted on or extended with an expiry date extending beyond before the Revolving fifth Business Day prior to the Facility Termination Date if, and cash collateral in the Facility LC Collateral Account on terms satisfactory to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension LC Issuer in an amount equal to 105% of the maximum amount available LC Obligations with respect to such Facility LC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be drawn under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documents. The issuance Facility LCs issued under, and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in subject to the terms of the LOC Documents and this Credit Agreement, the terms conditions of this Credit Agreement shall controlAgreement.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed $250,000,000 (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (c) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, a “Facility LC”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 50,000,000, and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier to occur of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Letter of Credit Facility LC may be issued or extended with an expiry date extending beyond up to one (1) year later than the Revolving fifth Business Day prior to the Facility Termination Date if, and if the Borrower has posted on or before the fifth Business Day prior to the extent that the Borrower shall provide Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Issuing Lender on the date of issuance or extension Administrative Agent in an amount equal to 105% of the maximum amount LC Obligations with respect to such Facility LC. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue any Facility LC the proceeds of which would be made available to be drawn 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 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 Business Day. In the case of a conflict in the terms Laws of the LOC Documents and United States of America or a political subdivision thereof, or otherwise constituting a citizen thereof, or (ii) in any manner that would result in a violation of any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue commercial and standby letters of the LOC Documentscredit in Dollars (each, if anya “Facility LC”) and to extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of a Borrower; providedprovided that (A) immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 150,000,000, (ii) the sum of Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of Revolving Loans plus the aggregate amount of LOC 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 exceed and from time to time, reduce or increase the aggregate Revolving Committed AmountFacility LC Fronting Sublimit of any LC Issuer with the consent of the applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of any LC Issuer if, after giving effect to such reduction or increase, the conditions set forth in clauses (A)(i) through (A)(iv) above shall not be satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the seventh Business Day prior to the Revolving Facility Termination Date a Letter of Credit and (y) one year after its issuance; provided that no Facility LC may be issued or extended with an expiry date extending beyond expire after the Revolving Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with Section 2.28 if, and after giving effect to such issuance, the extent that aggregate Commitments of the Borrower 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 provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available be deemed to be drawn Facility LCs issued and outstanding under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documentsthis Agreement. The issuance and expiry date of each Letter of Credit LC Issuer shall not be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.under any obligation to issue any Facility LC if:

Issuance. Subject to Each LC Issuer hereby agrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions hereof and of the LOC Documentsset forth in this Agreement, if any, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, 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 Credit Party “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 upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date 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 amount of the outstanding LC Obligations shall not exceed the Facility LC Sublimit, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the fifth Business Day prior to the Facility Termination Date; 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 of a Facility LC may be up to one (1) year later than the Revolving Termination Date, except that fifth Business Day prior to the Revolving Facility 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 if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.17(l). An LC Issuer shall provide cash collateral not be under any obligation to issue any Facility LC if the Issuing Lender on the date issuance of issuance such Facility LC would violate one or extension in an amount equal more policies of such LC Issuer applicable to the maximum amount available to be drawn under such Letter Letters 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.44

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue commercial and standby letters of the LOC Documentscredit in Dollars (each, if anya “Facility LC”) and to extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of a Borrower; providedprovided that (A) immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 150,000,000, (ii) the sum Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment 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 aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations shall applicable Facility LC, that one or more applicable conditions contained in Section 4.2 has not at any time exceed the aggregate Revolving Committed Amountbeen satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the seventh Business Day prior to the Revolving Facility Termination Date a 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 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; provided, however, that such Existing Facility LCs shall be replaced by Facility LCs issued by Bank of America, as the 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 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.:

Issuance. Subject to Each LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of the LOC Documentscredit denominated in Dollars (each such letter of credit, if anytogether with each Existing Letter of Credit, a “Facility LC”) and provided that no Default to renew, extend, increase, decrease or Event of Default shall have occurred otherwise modify each Facility LC (“Modify,” and be continuingeach such action, and further subject to any other terms and conditions which the Issuing Lender may reasonably requirea “Modification”), during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderRevolving Credit Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however(x) the LC Obligations shall not exceed the LC Sublimit, that (iy) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (z) the aggregate amount of LOC LC Obligations shall not of any LC Issuer 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 Amountsuch LC Issuer’s LC Issuer Commitment, unless otherwise expressly agreed by such LC Issuer. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the Revolving Termination Date, except that renewal thereof for additional one-year periods. If one or more Facility LCs are outstanding on the fifth (5th) Business Day prior to the Revolving Commitment Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date ifDate, and to the extent that the Borrower shall provide cash collateral Cash Collateralize pursuant to Section 2.20.11 all LC Obligations outstanding at such time plus related fees and expenses with respect to such Facility LCs. 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 as of the close of business on the seventeenth (17th) day prior to the Issuing Lender on the date last day upon which such LC Issuer’s notice of issuance or extension in an amount equal termination may be given to the maximum amount available 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 conditions to be drawn issue such Facility LC in its revised form (as extended) under such Letter the terms hereof (by reason of CreditSection 4.2 or otherwise) have not been satisfied. Each Letter As of the Closing 39 Date, each of the Existing Letters of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreementconstitute, the terms for all purposes of this Credit Agreement shall controland the other Loan Documents, a Facility LC issued and outstanding hereunder.

Issuance. Subject to The LC Issuers hereby agree, on the terms and conditions hereof set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (each, together with the LOC Documentsletters of credit deemed issued by the LC Issuers hereunder pursuant to Section 2.21.1(ii), if anya “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and Aggregate Commitment, (ii) the sum of Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (iii) the aggregate stated amount of Revolving Loans plus all Facility LCs shall not exceed $200,000,000 and (iv) the aggregate stated amount of LOC Obligations all Facility LCs issued by a single LC Issuer shall not at any time exceed the aggregate Revolving Committed Amountsuch LC Issuer’s LC Commitment. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth (5th) Business Day prior to the Revolving Facility Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a Letter 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). Notwithstanding anything herein to the contrary, such LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC the proceeds of Credit may which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. In addition, no LC Issuer shall at any time be obligated to issue any Facility LC hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such LC Issuer from issuing such Facility LC, or any applicable law applicable to such LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in particular or shall impose upon such LC Issuer with respect to letters of credit generally or such Facility LC in particular any restriction or reserve or capital requirement (for which such LC Issuer is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such LC Issuer as of the Closing Date and that such LC Issuer in good xxxxx xxxxx material to it, (B) the conditions set forth in Section 4.2 are not satisfied, (C) the issuance of such Facility LC would violate one or more policies of such LC Issuer applicable to letters of credit generally or (D) any Lender is at that time a Defaulting Lender, unless such LC Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such LC Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such LC Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.22(iv)) with respect to the Defaulting Lender arising from either the Facility LC then proposed to be issued or extended with an expiry date extending beyond the Revolving Termination Date ifthat Facility LC and all other LC Obligations as to which such LC Issuer has actual or potential Fronting Exposure, and to the extent that the Borrower shall provide cash collateral to the Issuing Lender on the date of issuance or extension as it may elect 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 Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlits sole discretion.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue letters of credit (each, a "“Facility LC"”) and of the LOC Documentsto renew, if anyextend, increase, decrease or otherwise modify each Facility LC ("“Modify,"” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a "“Modification"”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of the Borrower; providedprovided that immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") 20,000,000 and (ii) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of LOC Obligations Aggregate Outstanding Credit Exposure shall not at any time exceed the aggregate Revolving Committed AmountAggregate Commitments. No Letter of Credit as originally issued or as extended Facility LCs may have an expiry date beyond the Facility Termination Date, provided that (a) no Facility LC shall have an expiry date extending beyond later than the Revolving date one year after the Facility Termination DateDate and (b) the Borrower is unconditionally obligated, except that prior without any further notice, act or demand, to (x) pay to the Revolving Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to 105% to the amount of LC Obligations outstanding on the Facility Termination Date or (y) provide a Letter letter of Credit may be issued or extended with an expiry date extending beyond credit in the Revolving Termination Date ifamount of, and securing, such LC Obligations in form and substance, and issued by an issuer, acceptable to the extent that Required Lenders and the Borrower Administrative Agent. The letters of credit identified on Schedule 2.20 (each an “Existing Facility LC”) shall provide cash collateral each be deemed to the Issuing Lender be a “Facility LC” issued on the date of issuance or extension in an amount equal this Agreement for all purposes of the Loan Documents. Notwithstanding anything herein to the maximum amount 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 be drawn under 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 Letter funding, is the subject of Creditany Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control2.20.2.

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed $100,000,000 (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit, (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations applicable LC Issuer, such LC Issuer may issue or extend a Facility LC with a later expiration date (which later expiration date shall not at any time exceed be later than one year following such next scheduled Termination Date) so long as on or before the aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue commercial and standby letters of the LOC Documentscredit in Dollars (each, if anya “Facility LC”) and to extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and provided that no Default or Event of Default shall have occurred and be continuingeach such action a “Modification”), and further subject to 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 for the account of a Credit Party from time to time upon request in a form acceptable from and including the date of this Agreement and prior to the Issuing LenderFacility Termination Date upon the request of a Borrower; providedprovided that (A) immediately after each such Facility LC is issued or Modified, however, that (i) the aggregate amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 75,000,000, (ii) the sum of Aggregate Dollar Outstanding Credit Exposure shall not exceed the Aggregate Dollar Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (iv) the aggregate amount of Revolving Loans plus the aggregate amount of LOC 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 exceed and from time to time, reduce or increase the aggregate Revolving Committed AmountFacility LC Fronting Sublimit of any LC Issuer with the consent of the applicable LC Issuer; provided that the Borrowers shall not reduce or increase the Facility LC Fronting Sublimit of any LC Issuer if, after giving effect to such reduction or increase, the conditions set forth in clauses (A)(i) through (A)(iv) above shall not be satisfied. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the seventh Business Day prior to the Revolving Facility Termination Date a Letter of Credit and (y) one year after its issuance; provided that no Facility LC may be issued or extended with an expiry date extending beyond expire after the Revolving Facility Termination Date of any Lender who did not agree to extend the Facility Termination Date in accordance with Section 2.28 if, and after giving effect to such issuance, the extent that aggregate Commitments of the Borrower 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 provide cash collateral to the Issuing Lender on the date of issuance or extension in an amount equal to the maximum amount available be deemed to be drawn Facility LCs issued and outstanding under such Letter of Credit. Each Letter of Credit shall comply with the related LOC Documentsthis Agreement. The issuance and expiry date of each Letter of Credit LC Issuer shall not be a Business Day. In the case of a conflict in the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall control.under any obligation to issue any Facility LC if:

Issuance. Subject to Each LC Issuer agrees, on the terms and conditions hereof set forth in this Agreement (including the limitations set forth in Sections 2.01, 2.19 and 3.02), upon the request of the LOC DocumentsBorrower, if anyto issue standby and direct pay letters of credit and to extend, increase or otherwise modify Facility LCs (“Modify”, and provided that no Default or 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, during the Revolving Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit each such action a “Modification”) for the account of a Credit Party Borrower, from time to time upon request in a form acceptable from the date of this Agreement to the Issuing LenderTermination Date; provided, however, provided that (ia) the aggregate amount of LOC LC Obligations owed by the Borrower to any LC Issuer shall not exceed the amount of such LC Issuer’s LC Pro Rata Share of the LC Sublimit (or such higher amount agreed upon in writing between the Borrower and such LC Issuer); (b) the aggregate amount of all LC Obligations shall not exceed the LC Sublimit; (c) the stated amount of all Facility LCs that have scheduled expiry dates after the next scheduled Termination Date for any Lender plus the aggregate principal amount of all Eurodollar Advances that have Interest Periods ending after such Termination Date shall not exceed the remainder of (i) the Aggregate Commitment Amount minus (ii) the aggregate amount of the Commitments that are scheduled to terminate on such Termination Date; and (d) no LC Issuer shall be 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 exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (period unless such LC Issuer gives notice to the "LOC Committed Amount"beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (ii) the sum date that is five Business Days prior to the next scheduled Termination Date in effect at the time of issuance, renewal or extension; provided that with the prior consent of the aggregate amount of Revolving Loans plus Administrative Agent and the aggregate amount of LOC Obligations shall not at any time exceed 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 aggregate Revolving Committed Amount. No Letter of Credit as originally issued or as extended shall have an expiry date extending beyond which is seven Business Days prior to the Revolving last scheduled Termination Date, except that 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 Revolving last scheduled Termination Date a Letter of Credit 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 issued 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 expiry date extending beyond the Revolving amount of cash collateral hereunder as a result of an approaching Termination Date ifDate, and such amount (to the extent that not applied as aforesaid) shall be returned to the Borrower shall provide cash collateral to within three (3) Business Days after all Facility LCs have expired and all related LC Obligations are satisfied in full. By their execution of this Agreement, the Issuing Lender parties hereto agree that 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 Effective Date (without any further action by any Person), each Existing Letter of Credit shall be a Business Day. In deemed to have been issued under this Agreement and the case rights and obligations of a conflict in the issuer and the account party thereunder shall be subject to the terms of the LOC Documents and this Credit Agreement, the terms of this Credit Agreement shall controlhereof.

Issuance. Subject to The LC Issuer hereby agrees, on the terms and conditions hereof set forth in this Agreement, to issue standby 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 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, commercial Letters of Credit for in Agreed Currencies (each, together with the account 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 Party 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 upon request in a form acceptable from and including the Closing Date and prior to the Issuing LenderRevolving Loan Termination Date upon the request of the Company; providedprovided that immediately after each such Facility LC is issued or Modified and subject to Section 2.7(b)(ii) and 2.7(d), however, that (i) the aggregate amount Dollar Amount of LOC the outstanding LC Obligations shall not at any time exceed THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the "LOC Committed Amount") and 60,000,000, (ii) the sum Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment, (iii) the aggregate outstanding principal Dollar Amount of all Eurocurrency Advances and LC Obligations in Foreign Currencies shall not exceed the Maximum Foreign Currency Amount and (iv) the aggregate Dollar Amount of the aggregate amount outstanding LC Obligations of Revolving Loans plus the aggregate amount of LOC Obligations any individual LC Issuer shall not at any time exceed the aggregate Revolving Committed Amountsuch LC Issuer’s Applicable LC Sublimit. No Letter of Credit as originally issued or as extended Facility LC shall have an expiry date extending beyond later than the Revolving Termination Date, except that earlier of (x) the fifth Business Day prior to the Revolving Loan Termination Date a Letter of Credit may be issued or extended with an expiry date extending beyond the Revolving Termination Date ifand (y) one year after its issuance (or, 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 Business Day. In the case of any renewal or extension thereof, one year after such renewal or extension). Notwithstanding anything herein to the contrary, no LC Issuer shall have any obligation hereunder to issue, and shall issue, any Facility LC the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a conflict in the terms violation of the LOC Documents and any Sanctions by any party to this Credit Agreement, the terms of this Credit Agreement shall control.