Common use of Issuance Clause in Contracts

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof of the Credit Agreement and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender ofLender, standby and trade Letters of Credit in Dollars from time to time and in Dollars, of such Domestic Letters of Credit from the Closing Date until the date thirty (30) days prior to the Maturity Termination Date as the Borrower ▇▇▇▇ may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the Domestic LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "Domestic LOC Committed Amount") and (ii) the sum of the aggregate outstanding 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 (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Termination Date. Each Domestic Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Domestic Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, -------- however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any ------- time exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the "Letter of Credit Committed Amount") and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1 ------------ hereto.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Letter of Credit Committed Amount") Amount and (iib) the sum of the aggregate Working Capital Obligations outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Credit Committed AmountAmount then in effect. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty that is five (305) days Business Days prior to the Maturity DateDate (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.3 are not then satisfied. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Funding Date, and no request for issuance thereof need be made.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Termination Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($10,000,00012,800,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty Termination Date (30as then in effect), unless (1) days prior to such Letter of Credit will expire within one (1) year of the Maturity Termination Date. Each , (2) such Letter of Credit shall comply be fully cash collateralized on and after the Termination Date in accordance with Section 3.3(b)(i)(B), and (3) the related LOC DocumentsIssuing Lender shall have consented to such expiry date. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall -------- ------- not at any time exceed THIRTY MILLION DOLLARS ($30,000,000) (the "Letter of Credit Committed Amount") and (b) the sum of the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.Business

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Existing Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower CBI may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS thirty million Dollars ($10,000,00030,000,000) (the "LOC “Letter of Credit Committed Amount"”) and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Letter of Credit Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty Maturity Date unless, in the case of this clause (30y), CBI agrees (in separate documentation reasonably satisfactory to the Issuing Bank) days to establish before the Maturity Date (but to be funded at least five Business Days prior to the Maturity Date) a cash collateral account at the Issuing Bank for the benefit of the Issuing Bank with a deposit in such account of at least 110% of the maximum amount available to be drawn on each such Letter of Credit having an expiry date after the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in Schedule 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the a Borrower may request, in a written form acceptable to the applicable Issuing LenderLender (such form must be signed by a Responsible Officer and must include a representation and warranty of the correctness of the matters specified in subsections (b), (c), (d), (f) and (g) of Sections 5.2); provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWENTY MILLION DOLLARS ($10,000,00020,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time 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 (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWO MILLION DOLLARS ($10,000,0002,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request from the Borrower issue (from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, and in a form reasonably acceptable to the applicable Issuing Lender), in Dollars, and the LOC Participants shall participate in, letters of credit (the “Letters of Credit”) for the account of the Borrower; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN FIFTY MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and 50,000,000), (ii) the sum of the aggregate outstanding principal amount of Revolving LOC Obligations outstanding plus the aggregate amount of Revolving-A Loans outstanding shall not exceed the Revolving-A Loan Commitment and (iii) with respect to each individual LOC Participant, the LOC Participant’s pro rata share of outstanding Revolving-A Loans plus its pro rata share of outstanding LOC Obligations plus Swingline Loans shall not at exceed such LOC Participant’s Commitment Percentage of the Revolving-A Loan Commitment. The Issuing Lender may require the issuance and expiry date of each Letter of Credit to be a day other than (x) a Saturday or a Sunday or (y) any time exceed other day on which the Revolving Committed Amountletter of credit issuing office of the Issuing Lender is authorized or required by law or executive order to close. No Each Letter of Credit shall (x) have an original expiry date more than one year from a stated term not to exceed the date of issuance (provided that any such Maturity Date. Each Letter of Credit may contain customary "evergreen" provisions pursuant shall be either (A) a standby letter of credit issued to which support the expiry date is automatically extended by a specific time period unless obligations (including pension or insurance obligations), contingent or otherwise, of the applicable Issuing Lender gives notice to the beneficiary Borrower or any of such Letter of Credit at least a specified time period prior to the expiry date then in effect) its Subsidiaries, or (yB) as originally issued a commercial letter of credit in respect of the purchase of goods or as extended, have an expiry date extending beyond services by the date thirty (30) days prior to Borrower or any of its Subsidiaries in the Maturity Dateordinary course of business. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. (i) Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinAgreement, the applicable Issuing Lender ▇▇▇▇▇▇ agrees to issueincur, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date Commitment Termination Date, upon the request of Borrower and for ▇▇▇▇▇▇▇▇’s or any Subsidiary’s account, Letter of Credit Obligations with respect to Letters of Credit issued by ▇▇▇▇▇▇ for ▇▇▇▇▇▇▇▇’s or any Subsidiary’s account. Borrower shall give Lender at least five Business Days prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by a completed Letter of Credit application. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower and communications by ▇▇▇▇▇▇ may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Borrower and ▇▇▇▇▇▇. Borrower hereby authorizes Lender to accept, act upon, and treat as genuine and original (but without any obligation of Lender to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as Lender does not have actual knowledge that a particular application, authorization, or other request is not authorized by ▇▇▇▇▇▇▇▇. (ii) Letters of Credit issued hereunder shall constitute utilization of the Commitments. A Letter of Credit shall be issued, extended, reinstated, or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, extension, reinstatement or other amendment, (i) the aggregate amount of Letter of Credit Obligations shall not at any time exceed $20,000,000.00 (the “L/C Sublimit”); and (ii) Revolving Exposure shall not exceed the Revolving Loan Commitment. (iii) Borrower is responsible for preparing or approving the text of each Letter of Credit as submitted to and as issued by ▇▇▇▇▇▇ and as received by the beneficiary, notwithstanding any drafting recommendations or forms provided by ▇▇▇▇▇▇. ▇▇▇▇▇▇’s recommendation or drafting of text or ▇▇▇▇▇▇’s use or non-use or refusal to use text submitted by Borrower shall not affect Borrower’s ultimate responsibility. Borrower is responsible for ▇▇▇▇▇▇’s failure to apply, or to observe standard practice as applied to, Letter of Credit terms or conditions, and for terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require Lender to respond to a demand in fewer than three Business Days, or (C) require or allow Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in this Agreement, Lender’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrower represents and warrants to Lender that Borrower is familiar with, and understands, applicable Law and letter of credit practice. If requested by Lender, Borrower will execute, deliver, and submit a letter of credit application and reimbursement agreement on Lender’s standard forms in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such letter of credit application or reimbursement agreement, the terms and conditions of this Agreement will control, for so long as Borrower and Lender are subject thereto. Notwithstanding anything to the contrary in this Agreement but subject to ▇▇▇▇▇▇▇▇’s ultimate responsibility as set forth above in this paragraph (a), ▇▇▇▇▇▇’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. (iv) Borrower will notify Lender in writing no later than three Business Days after ▇▇▇▇▇▇▇▇ first becomes aware of any objection Borrower may requesthave to Lender’s issuance or amendment of a Letter of Credit, ▇▇▇▇▇▇’s acceptance or rejection of a presentation under any Letter of Credit, or any other action or inaction taken or proposed to be taken by Lender under or in a form acceptable to the applicable Issuing Lenderconnection with this Agreement or any other agreement, document, or instrument relating hereto; provided, however, that if Lender reasonably believes that it is obligated to take any action, including, but not limited to, the payment on a Letter of Credit in a period of time less than three Business Days, Lender is allowed to take such action without liability to Borrower. ▇▇▇▇▇▇▇▇’s failure to give timely and specific notice of objection shall automatically waive Borrower’s objection, authorize or ratify ▇▇▇▇▇▇’s action or inaction, and absolutely preclude Borrower from raising the objection as a defense or claim against ▇▇▇▇▇▇ (i) the LOC Obligations outstanding shall not at or any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum Indemnitee). If ▇▇▇▇▇▇ approaches ▇▇▇▇▇▇▇▇ for a waiver of discrepancies in a presentation, then Borrower must respond within three Business Days. Lender may treat ▇▇▇▇▇▇▇▇’s failure to respond as a waiver of the aggregate outstanding principal amount indicated discrepancies, but need not itself accept Borrower’s implied or express waiver of Revolving Loans plus LOC Obligations plus Swingline Loans shall discrepancies as binding on Lender. Borrower’s acceptance or retention of any documents presented under or in connection with a Letter of Credit (including, but not at limited to, originals or copies of documents sent directly to Borrower) or of any time exceed the Revolving Committed Amount. No property for which payment is supported by any Letter of Credit shall ratify ▇▇▇▇▇▇’s honor of the relevant presentation and absolutely preclude Borrower from raising a defense or claim against Lender (xor any Indemnitee) have an original expiry date more than one year from the date of issuance (provided that any with respect to such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Dayhonor.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinLOC Documents, the applicable Issuing Lender agrees to issueif any, and each any other terms and conditions which Lender severally agrees to participate in the issuance by each Issuing Lender ofmay reasonably require, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as Lender shall issue Letters of Credit for the account of Borrower may request, from time to time upon request by Borrower in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) either (A) if the LOC Obligations outstanding shall Accordion Facility has not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) been Activated, the sum of the aggregate outstanding principal amount of Revolving Loans Advances plus outstanding LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount or (B) if the Accordion Facility has been activated, the sum of outstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) all Letters of Credit shall be denominated in U.S. Dollars and (iii) Letters of Credit shall be issued for lawful corporate. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance, unless otherwise agreed to by Lender; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance (provided that any such of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit may contain customary "evergreen" provisions pursuant to which a date not more than one year from the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such extension; provided, further, that no Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) Credit, as originally issued or as extended, shall have an expiry date extending beyond the date thirty that is one (301) days prior to year after the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.. Borrower's Reimbursement Obligations in respect of each Existing Letter of Credit and new Letter of Credit shall be governed by the terms of this Credit Agreement

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWENTY-FIVE MILLION DOLLARS ($10,000,00025,000,000) (the "LOC Committed Amount") and ), (ii) with regard to the Lenders collectively, the amount of the Revolving Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base less the outstanding Term Loan less LOC Obligations outstanding and (iii) with regard to each Lender individually, the amount of the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinLOC Documents, the applicable Issuing Lender agrees to issueif any, and each any other terms and conditions which Lender severally agrees to participate in the issuance by each Issuing Lender ofmay reasonably require, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as Lender shall issue Letters of Credit for the account of Borrower may request, from time to time upon request by Borrower in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) either (A) if the LOC Obligations outstanding shall Accordion Facility has not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) been Activated, the sum of the aggregate outstanding principal amount of Revolving Loans Advances plus outstanding LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount or (B) if the Accordion Facility has been activated, the sum of outstanding Revolving Advances, plus outstanding Accordion Advances, plus outstanding LOC Obligations shall not at any time exceed the aggregate of the Revolving Committed Amount plus the then applicable Effective Accordion Note Amount, (ii) all Letters of Credit shall be denominated in U.S. Dollars and (iii) Letters of Credit shall be issued for lawful corporate. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance, unless otherwise agreed to by Lender; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance (provided that any such of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of Borrower or by operation of the terms of the applicable Letter of Credit may contain customary "evergreen" provisions pursuant to which a date not more than one year from the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such extension; provided, further, that no Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) Credit, as originally issued or as extended, shall have an expiry date extending beyond the date thirty that is one (301) days prior to year after the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.. Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit and new Letter of Credit shall be governed by the terms of this Credit Agreement

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Letter of Credit Committed Amount") Amount and (iib) the sum of the aggregate Working Capital Obligations outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Credit Committed AmountAmount then in effect. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty that is five (305) days Business Days prior to the Maturity DateDate (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank), provided that the Issuing Bank shall not permit any such renewal if it has received notice on or before the day that is two (2) Business Days before the scheduled maturity date of such Letter of Credit from the Agent or Borrower that one or more of the applicable conditions specified in Section 5.2 are not then satisfied. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made. Notwithstanding anything to the contrary contained in this Section 3.1, the Issuing Bank shall not be obligated to issue any Letter of Credit at a time when any other Lender is a Defaulting Lender unless the Issuing Bank has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Issuing Bank to eliminate the Issuing Bank’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender Bank severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars and in Available Foreign Currencies from time to time from the Closing Date until the date thirty five (305) days Business Days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate Dollar Amount of LOC Obligations outstanding shall not at any time exceed TEN FIFTY MILLION DOLLARS ($10,000,00050,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Competitive Loans plus the aggregate principal amount of outstanding Swingline Loans plus the Dollar Amount of the aggregate outstanding principal amount of Revolving Foreign Currency Loans plus the Dollar Amount of LOC Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the -------- LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC -------- ------- Obligations outstanding shall not at any time exceed TEN ONE MILLION DOLLARS ($10,000,0001,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding -------------------- principal amount of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans ---- outstanding shall not at any time exceed the lesser of (A) the Revolving Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. (i) Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinAgreement, the applicable Issuing Lender ▇▇▇▇▇▇ agrees to issueincur, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as Termination Date, upon the request of a Borrower may requestand for such ▇▇▇▇▇▇▇▇’s or any Subsidiary's account, in Letter of Credit Obligations with respect to Letters of Credit issued by ▇▇▇▇▇▇ for such ▇▇▇▇▇▇▇▇’s or any Subsidiary's account. A Borrower shall give ▇▇▇▇▇▇ at least five Business Days prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by a form acceptable completed Letter of Credit application. Notwithstanding anything contained herein to the applicable Issuing contrary, Letter of Credit applications by such Borrower and communications by Lender may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Borrowers and Lender; provided. Each Borrower hereby authorizes Lender to accept, howeveract upon, and treat as genuine and original (but without any obligation of Lender to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non- certified mail, fax, email, electronic code, or phone, so long as Lender does not have actual knowledge that (i) the LOC Obligations outstanding shall a particular application, authorization, or other request is not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and authorized by Borrowers. (ii) the sum of the The aggregate outstanding principal face amount of Revolving Loans plus LOC all such Letter of Credit Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No least of (i) the Letter of Credit shall Sublimit, and (xii) have an original expiry date more than one year from the date of issuance Borrowing Base less the aggregate outstanding Revolving Loans. (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which iii) Borrowers are responsible for preparing and approving the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates text of each Letter of Credit, notwithstanding any drafting recommendations or forms provided by ▇▇▇▇▇▇. Lender will have no liability with respect to Letter of Credit shall be terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require Lender to respond to a demand in fewer than three Business DayDays, or (C) require or allow the a Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in the Agreement, ▇▇▇▇▇▇’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrowers represent and warrant to Lender that Borrowers are familiar with, and understands, applicable Law and letter of credit practice. If requested by ▇▇▇▇▇▇, Borrowers will execute, deliver, and submit a letter of credit application and reimbursement agreement on ▇▇▇▇▇▇’s standard forms in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of the Agreement and the terms and conditions of any such letter of credit application or reimbursement agreement, the terms and conditions of the Agreement will control. Notwithstanding anything to the contrary in the Agreement but subject to Borrowers’ ultimate responsibility as set forth above in this paragraph (a), ▇▇▇▇▇▇’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinprovided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the applicable Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,000,00012,500,000) the (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus the aggregate amount of LOC Obligations plus Swingline the aggregate amount of Commercial Paper Obligations plus the aggregate amount of Swing Line Loans shall not at any time 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 (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date thirty (30) days Revolving Termination Date, except that prior to the Maturity DateRevolving 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 dates 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. (i) Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinAgreement, the applicable Issuing Lender ▇▇▇▇▇▇ agrees to issueincur, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date Commitment Termination Date, upon the request of Borrower and for ▇▇▇▇▇▇▇▇’s or any Subsidiary’s account, Letter of Credit Obligations with respect to Letters of Credit issued by ▇▇▇▇▇▇ for ▇▇▇▇▇▇▇▇’s or any Subsidiary’s account. Borrower shall give Lender at least five Business Days prior written notice requesting the incurrence of any Letter of Credit Obligation. The notice shall be accompanied by a completed Letter of Credit application. Notwithstanding anything contained herein to the contrary, Letter of Credit applications by Borrower and communications by ▇▇▇▇▇▇ may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon and established by and between Borrower and ▇▇▇▇▇▇. Borrower hereby authorizes Lender to accept, act upon, and treat as genuine and original (but without any obligation of Lender to do any of the foregoing) applications, authorizations, and other requests regardless of the manner communicated, including those sent or communicated via overnight courier, certified or non-certified mail, fax, email, electronic code, or phone, so long as Lender does not have actual knowledge that a particular application, authorization, or other request is not authorized by ▇▇▇▇▇▇▇▇. (ii) Letters of Credit issued hereunder shall constitute utilization of the Commitments. A Letter of Credit shall be issued, extended, reinstated, or otherwise amended only if (and upon issuance, extension, reinstatement or other amendment of each Letter of Credit Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, extension, reinstatement or other amendment, (i) the aggregate amount of Letter of Credit Obligations shall not at any time exceed $20,000,000.00 (the “L/C Sublimit”); and (ii) Revolving Exposure shall not exceed the Revolving Loan Commitment. (iii) Borrower is responsible for preparing or approving the text of each Letter of Credit as submitted to and as issued by ▇▇▇▇▇▇ and as received by the beneficiary, notwithstanding any drafting recommendations or forms provided by ▇▇▇▇▇▇. ▇▇▇▇▇▇’s recommendation or drafting of text or ▇▇▇▇▇▇’s use or non-use or refusal to use text submitted by Borrower shall not affect Borrower’s ultimate responsibility. Borrower is responsible for ▇▇▇▇▇▇’s failure to apply, or to observe standard practice as applied to, Letter of Credit terms or conditions, and for terms or conditions that (A) are erroneous, ambiguous, inconsistent, insufficient, ineffective, or illegal, (B) require Lender to respond to a demand in fewer than three Business Days, or (C) require or allow Borrower to sign, issue, or present a document. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. Borrower represents and warrants to Lender that Borrower is familiar with, and understands, applicable Law and letter of credit practice. If requested by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will execute, deliver, and submit a letter of credit application and reimbursement agreement on ▇▇▇▇▇▇’s standard forms in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such letter of credit application or reimbursement agreement, the terms and conditions of this Agreement will control, for so long as Borrower and Lender are subject thereto. Notwithstanding anything to the contrary in this Agreement but subject to ▇▇▇▇▇▇▇▇’s ultimate responsibility as set forth above in this paragraph (a), ▇▇▇▇▇▇’s obligation to issue, amend, or extend the expiration date of a Letter of Credit is subject to its review and approval of the proposed terms of the Letter of Credit (and any amendment thereof) in its sole discretion. (iv) Borrower will notify Lender in writing no later than three Business Days after ▇▇▇▇▇▇▇▇ first becomes aware of any objection Borrower may requesthave to Lender’s issuance or amendment of a Letter of Credit, ▇▇▇▇▇▇’s acceptance or rejection of a presentation under any Letter of Credit, or any other action or inaction taken or proposed to be taken by Lender under or in a form acceptable to the applicable Issuing Lenderconnection with this Agreement or any other agreement, document, or instrument relating hereto; provided, however, that if Lender reasonably believes that it is obligated to take any action, including, but not limited to, the payment on a Letter of Credit in a period of time less than three Business Days, Lender is allowed to take such action without liability to Borrower. ▇▇▇▇▇▇▇▇’s failure to give timely and specific notice of objection shall automatically waive Borrower’s objection, authorize or ratify ▇▇▇▇▇▇’s action or inaction, and absolutely preclude Borrower from raising the objection as a defense or claim against ▇▇▇▇▇▇ (i) the LOC Obligations outstanding shall not at or any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum Indemnitee). If ▇▇▇▇▇▇ approaches ▇▇▇▇▇▇▇▇ for a waiver of discrepancies in a presentation, then Borrower must respond within three Business Days. Lender may treat ▇▇▇▇▇▇▇▇’s failure to respond as a waiver of the aggregate outstanding principal amount indicated discrepancies, but need not itself accept Borrower’s implied or express waiver of Revolving Loans plus LOC Obligations plus Swingline Loans shall discrepancies as binding on Lender. Borrower’s acceptance or retention of any documents presented under or in connection with a Letter of Credit (including, but not at limited to, originals or copies of documents sent directly to Borrower) or of any time exceed the Revolving Committed Amount. No property for which payment is supported by any Letter of Credit shall ratify ▇▇▇▇▇▇’s honor of the relevant presentation and absolutely preclude Borrower from raising a defense or claim against Lender (xor any Indemnitee) have an original expiry date more than one year from the date of issuance (provided that any with respect to such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Dayhonor.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWENTY MILLION DOLLARS ($10,000,00020,000,000) (the "“LOC Committed Amount") and ”); (ii) the sum with regard to each Lender individually, such Lender’s share of outstanding Revolving Loans and Swingline Loans and LOC Obligations shall not exceed such Lender’s Commitment Percentage of the Revolving Committed Amount; and (iii) with regard to the Lenders collectively, the aggregate outstanding principal amount of outstanding Revolving Loans, Swingline Loans plus and LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty five (305) days Business Days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance applicable provisions of this Agreement, on any Business Day, as part of the credit available under the Credit Facility, upon delivery of a Notice of Borrowing to the representations and warranties set forth hereinAgent three Business Days’ prior to the requested issuance of a Letter of Credit (or such longer period of time as the Issuing Lender may reasonably require to settle the form of the proposed Letter of Credit), the applicable Borrower may request to be issued by the Issuing Lender agrees to issue, and each Lender severally agrees to participate in on behalf of the issuance by each Issuing Lender of, standby and trade Lenders one or more Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations maximum aggregate amount outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (not exceeding US$100,000,000 or the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amountequivalent thereof in Canadian Dollars or Euros. No Each Letter of Credit shall (x) be issued in Canadian Dollars, US Dollars or Euros. Concurrently with the delivery of a Notice of Borrowing requesting a Letter of Credit, the Borrower shall execute and deliver to the Issuing Lender the documents required by the Issuing Lender in respect of the requested type of Letter of Credit, including a Letter of Credit application and indemnity on the Issuing Lender’s standard forms or as is otherwise required by the Issuing Lender. In the event of any conflict between the provisions of this Agreement and the provisions of any document relating to a Letter of Credit, the provisions of this Agreement shall govern and prevail. Each Letter of Credit shall have an original expiry date a term of not more than one year from and shall otherwise be in form and substance satisfactory to the date of issuance (Issuing Lender, acting reasonably, provided however, that any such each Letter of Credit may contain customary "evergreen" provisions pursuant to having a term which expires after the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then Maturity Date shall be escrowed in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days accordance with Section15.4.2 not more than five Business Days prior to the Maturity Date. Each The Issuing Lender shall not be required to issue any Letter of Credit shall comply with if such issuance would breach any Applicable Law or any internal policy of the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business DayIssuing Lender.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable an Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue (from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, and in a form reasonably acceptable to the applicable such Issuing Lender), in Dollars, and the Lenders shall participate in, letters of credit (the "Letters of Credit") for the account of the Borrower; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWENTY-FIVE MILLION DOLLARS ($10,000,000) 25,000,000); provided, further, (the "LOC Committed Amount") and (iii) the sum of the aggregate outstanding principal amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Borrowing Base and (ii) with respect to each individual Lender, the Lender's pro rata share of outstanding Revolving Loans plus its pro rata share of outstanding LOC Obligations plus its pro rata share of outstanding Swingline Loans shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No The issuance and expiry date of each Letter of Credit shall (x) be a Business Day. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date thirty (30) days prior to 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 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 ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. (1) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinof this Agreement, the applicable Issuing Lender agrees to issueLENDER will, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from after the Closing Effective Date until and in its accordance with its usual and customary practices, and at the request of and for the account of BORROWER, issue or create Letters of Credit for the benefit of beneficiaries designated by BORROWER. The Letters of Credit and the various documents related thereto (including the Applications defined below) are herein collectively called “Financing Documents”. (2) Unless otherwise agreed by LENDER in writing, all shipping documents must be consigned to LENDER. (3) Unless otherwise agreed by LENDER in writing, LENDER will not issue or create any Financing Document if the issuance thereof would result in more than $3,500,000 in Letter of Credit Obligations being Outstanding at any one time or if the issuance thereof would result in a violation of the Lending Formula. (A) Each Financing Document shall provide that drafts drawn thereunder must be presented to LENDER on or prior to 60 days after the issuance thereof (unless otherwise agreed by LENDER), and, in the case of the Letters of Credit, that any acceptances created thereunder shall mature not later than 90 days after the creation thereof in the case of documentary Letters of Credit and 360 days n the case of standby Letters of Credit (unless otherwise agreed by LENDER). (B) In the event that any drafts drawn under any Financing Document has an expiration date thirty or any acceptance has a maturity date later than the Maturity Date and LENDER’s relationship with BORROWER under this Agreement is not extended beyond the Maturity Date, BORROWER must obtain with a source other than LENDER or any LENDER’s Affiliate a replacement Financing Document, Letter of Credit or acceptance as the case may be or secure BORROWER’s obligations thereunder with cash collateral in an amount satisfactory to LENDER acting in good faith using reasonable commercial judgment. (305) days BORROWER shall give notice to LENDER of a request for issuance of any Financing Document not less than 2 Business Days prior to the Maturity Date as proposed issuance date (which prescribed time period may be waived at the Borrower may request, option of LENDER in a form acceptable to the applicable Issuing Lender; provided, however, that exercise of its sole discretion). Each such notice shall specify: (iA) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the requested date of such issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day); (B) the maximum amount of such Financing Document; (C) the expiration date of such Financing Document; (D) the purpose of such Financing Document; (E) the name and address of the beneficiary of such Financing Document; and (F) the required documents under any such Financing Document. (6) Notwithstanding the foregoing, LENDER shall not be under any obligation to issue or create any Financing Document if at the time of such issuance any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain LENDER from issuing such Financing Document or any requirement of law applicable to LENDER or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over LENDER shall prohibit, or request that LENDER refrain from, the issuance of Letters of Credit generally or any such Financing Documents in particular, or shall impose upon LENDER with respect to any Financing Document any requirement (for which LENDER is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, in effect or known to LENDER as of the date hereof and which LENDER in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Termination Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($10,000,00012,800,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving outstanding Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving lesser of (A) the Committed AmountAmount and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty Termination Date (30as then in effect), unless (1) days prior such Letter of Credit will expire within one (1) year of the Termination Date, (2) such Letter of Credit shall be fully cash collateralized on and after the Termination Date in accordance with Section 3.3(b)(i)(B), and (3) the Issuing Lender shall have consented to the Maturity Datesuch expiry date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars Bank shall from time to time from upon request issue, and the Closing Date until Lenders shall participate in, letters of credit (the date thirty (30"Letters of Credit") days prior to for the Maturity Date as account of the Borrower may request, in a form acceptable to the applicable Issuing LenderBorrower; provided, however, that (i) the LOC aggregate amount of Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and 75,000,000, (ii) the sum of the aggregate outstanding principal amount of Revolving Letter of Credit Obligations outstanding plus the aggregate amount of Loans outstanding shall not exceed the Aggregate Commitment and (iii) with respect to each individual Lender, the Lender's pro rata share of outstanding Loans plus LOC its pro rata share of outstanding Letter of Credit Obligations plus Swingline Loans shall not at exceed such Lender's Revolving Loan Commitment. The Issuing Bank may require the issuance and expiry date of each Letter of Credit to be a day other than (x) a Saturday or a Sunday or (y) any time exceed other day on which the Revolving Committed Amountletter of credit issuing office of the Issuing Bank is authorized or required by law or executive order to close. No Each Letter of Credit shall be a standby or documentary letter of credit issued to support the obligations (xincluding pension or insurance obligations), contingent or otherwise, of the Borrower or any of its Subsidiaries. Each Letter of Credit shall have a stated term not to exceed one year, but may by its terms be renewable annually upon notice (a "Notice of Renewal") have an original expiry given to the Agent on or prior to any date more than one year from the date for notice of issuance (provided that any renewal set forth in such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice but in any event at least three Business Days prior to the beneficiary date of the proposed renewal of such Letter of Credit at least a specified time period and upon fulfillment of the applicable conditions set forth in Section 5.2 unless the Agent has notified the Borrower on or prior to the expiry date then for notice of termination set forth in effectsuch Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a "Notice of Termination") or and (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days 10 Business Days prior to the Maturity Date; provided that the terms of each Letter of Credit that is automatically renewable annually shall (x) require the Agent to give the beneficiary named in such Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Letter of Credit in any event to be extended to a date later than 10 Business Days before the Maturity Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Agent pursuant to the immediately preceding sentence, such Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the Agent may in its discretion, unless instructed to the contrary by the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, so long as no Default or Event of Default has occurred and in reliance upon the representations and warranties set forth hereinis continuing, the applicable Issuing Lender agrees to issueBank will, at any time and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from on and after the Closing Date until the date thirty (30) days and prior to the earlier of (i) the seventh day prior to the Revolver A Maturity Date as and (ii) the Revolver A Termination Date, upon request by the Borrower may requestin accordance with the provisions of SECTION 2.20(B), issue for the account of the Borrower one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise reasonably approved by the Issuing Bank (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the "Letters of Credit"). The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the applicable Issuing LenderBank but in all events any amount greater than or equal to $5,000 shall be deemed acceptable. Notwithstanding the foregoing: (i) No Letter of Credit shall be issued the Stated Amount upon issuance of which (i) when added to all other Letter of Credit Outstandings at such time, would exceed $5,000,000 or (ii) when added to all other Letter of Credit Outstandings at such time and the aggregate principal amount of all Revolver A Loans and Bid Loans then outstanding, would exceed the aggregate Revolver A Commitments at such time; (ii) No Letter of Credit shall be issued that by its terms expires later than the seventh day prior to the Revolver A Maturity Date or, in any event, more than one (1) year after its date of issuance (subject to renewal as provided below); provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No a Letter of Credit shall (x) have an original expiry date more than may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Bank, for renewal for successive periods of one year from or less (but not beyond the date seventh day prior to the Maturity Date), unless and until the Issuing Bank shall have delivered a notice of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice nonrenewal to the beneficiary of such Letter of Credit; and (iii) The Issuing Bank shall be under no obligation to issue any Letter of Credit if, at least a specified the time period of such proposed issuance, (A) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable or in effect as of the Closing Date and that the Issuing Bank reasonably deems material to it, or (B) the Issuing Bank shall have actual knowledge, or shall have received notice from any Lender, prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each issuance of such Letter of Credit shall comply with that one or more of the related LOC Documents. The conditions specified in ARTICLE III are not then satisfied or that the issuance and expiry dates of each such Letter of Credit shall be a Business Daywould violate the provisions of subsection (I) above.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by the Credit Parties or their Subsidiaries under this Credit Agreement), the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars shall from time to time upon request issue, in Dollars, and the LOC Participants shall participate in, letters of credit (the "LETTERS OF CREDIT") for the account of a Credit Party or any of its Subsidiaries, from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may requestDate, in a form acceptable to the applicable Issuing Lender; providedPROVIDED, howeverHOWEVER, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN FIVE MILLION DOLLARS ($10,000,0005,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and ), (ii) the sum of the aggregate outstanding principal 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 its pro rata share of outstanding LOC Obligations plus Swingline 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 Revolving Committed Amount. No The issuance of each Letter of Credit shall (x) be a Business Day. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date thirty (30) days prior to 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 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. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN TWENTY-FIVE MILLION DOLLARS ($10,000,00025,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Letter of Credit Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Notwithstanding anything to the contrary herein or otherwise, no Letter of Credit shall be issued to or for the benefit of CBII (or any Person in its capacity as a creditor of CBII) or to support, replace or supplement any obligation of CBII, except for those Letters of Credit set forth in SCHEDULE 3.1 hereto.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees LC 56 Lenders will participate to issue, and each Lender severally agrees to participate the extent of their respective Participation Interests in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing LenderBank; providedPROVIDED, howeverHOWEVER, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN an amount (the "LETTER OF CREDIT COMMITTED AMOUNT") equal to THIRTY-FIVE MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount"35,000,000) and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC PLUS the Letter of Credit Obligations plus Swingline Loans shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made.

Issuance. Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of any Subsidiary as provided herein, in a form acceptable to the applicable Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) at any time (the "LOC Committed Amount") and ), (ii) with regard to the sum of Revolving Lenders collectively, the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Committed Amount. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations and warranties set forth hereinLOC Documents, the applicable Issuing Lender agrees to issueif any, and each any other terms and conditions which the Lender severally agrees may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Agreement) to participate in the issuance be given by each Issuing Lender any Credit Party or conflict with any obligation of, standby and trade Letters or detract from any action which may be taken by, any Credit Party or their Subsidiaries under this Agreement), Lender shall issue letters of Credit in Dollars from time to time credit (the "LETTERS OF CREDIT") for the account of the Borrower or any of its Subsidiaries, from the Closing Effective Date until the date thirty (30) days prior to the Revolving Loan Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing LenderDate; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS One Million and No/100 Dollars ($10,000,000) (the "LOC Committed Amount") 1,000,000), and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations outstanding plus Swingline Loans the Revolving Loan outstanding shall not at any time exceed the Revolving Committed Amount. No The issuance and expiry date of each Letter of Credit shall (x) be a Business Day. Except as otherwise expressly permitted by the Lender, no Letter of Credit shall have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued issuance, or as extended, shall have an expiry date extending beyond the date thirty (30) days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall be either (x) a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of the Borrower or any of its 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 ordinary course of business. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars Bank to the Underlying Issuer from time to time of one or more L/C Undertakings with respect to Letters of Credit issued from time to time by the Underlying Issuer in Dollars from the Original Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in each case in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN THIRTY MILLION DOLLARS ($10,000,00030,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Letter of Credit Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed AmountCredit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.Business

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Revolving Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty five (305) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN FORTY MILLION DOLLARS ($10,000,00040,000,000) (the "“LOC Committed Amount"COMMITTED AMOUNT”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty five (305) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day. For purposes of this Credit Agreement, the Existing Letters of Credit shall be deemed to have been issued on the Closing Date.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN SEVENTY-FIVE MILLION DOLLARS ($10,000,00075,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty five (305) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN FORTY MILLION DOLLARS ($10,000,00040,000,000) (the "LOC Committed AmountCOMMITTED AMOUNT") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty five (305) days prior to the Maturity Date. The Issuing Lender shall not be required to issue any Letter of Credit which would violate any Requirement of Law applicable to the Issuing Lender. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day. For purposes of this Credit Agreement, the Existing Letters of Credit shall be deemed to have been issued on the Closing Date.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the relevant Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable each Issuing Lender agrees to issue, and each Revolving Lender severally agrees to participate in the issuance by each such Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Restatement Effective Date until the date thirty (30) days prior to the Revolving Loan Maturity Date as the Borrower may request, in a form acceptable to the applicable relevant Issuing Lender; provided, however, that (i) on and after the Second Restatement Effective Date, the LOC Obligations outstanding shall not at any time exceed TEN MILLION ZERO DOLLARS ($10,000,0000.00) (the "LOC Committed Amount") and ), (ii) on and after the sum of the aggregate outstanding principal amount of Revolving Loans plus Second Restatement Effective Date, LOC Obligations plus Swingline Loans with respect to trade or commercial Letters of Credit shall not at any time exceed Zero Dollars ($0.00), (iii) with regard to the Lenders collectively, the aggregate principal amount of the Obligations outstanding shall not at any time exceed the Aggregate Committed Amount; provided, further, (iv) with regard to each Revolving Lender individually, the amount of such Revolving Lender's Revolving Commitment Percentage of the Revolving Obligations outstanding shall not exceed such Revolving Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the a date thirty (30) days five Business Days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade of Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and , (ii) with regard to the sum of Lenders collectively, the aggregate outstanding principal amount of Revolving Loans outstanding plus LOC Obligations outstanding plus Swingline Loans outstanding shall not at any time exceed the Revolving Committed Amount and (iii) with regard to each Lender individually, such Lender's pro rata share of outstanding Revolving Loan plus such Lender's pro rata share of LOC Obligations outstanding plus (other than the Swingline Lender) such Lender's pro rata share of Swingline Loans outstanding shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit (1) shall comply with the related LOC DocumentsDocuments and (2) may be issued only for the purposes set forth in Section 6.14 hereof. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations -------- LOC Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to issue, issue Letters of Credit from time to time and each Lender severally agrees to the Lenders will participate in the issuance by each the Issuing Lender of, standby and trade from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date Termination Date, all as the Borrower may request, in a form reasonably acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall -------- ------- not at any time exceed TEN THIRTY MILLION DOLLARS ($10,000,00030,000,000) (the "LOC --- Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of ---------------- outstanding Revolving Loans plus the aggregate principal amount of ---- outstanding Swingline Loans plus LOC Obligations plus Swingline Loans outstanding shall not at any time ---- exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.

Issuance. The Issuing Lender has heretofore issued the Existing Letters of Credit. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from during the Closing Date until the date thirty (30) days prior to the Maturity Date Commitment Period as the Borrower Company may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN ONE HUNDRED MILLION DOLLARS ($10,000,000100,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Credit Loans plus Swingline Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such other than an Existing Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effectCredit) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from From time to time from the Closing Date date of this Agreement until the date thirty (30) days prior to three months before the Maturity Date as Date, at the request of the Borrower, the Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower may request(for its own benefit or for the benefit of any of its Subsidiaries). No Letter of Credit will be issued, in a form acceptable to the applicable Issuing Lender; providedincreased, however, that or extended (i) if such issuance, increase, extension or conversion would cause the LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (x) $10,000,00010,000,000 or (y) an amount equal to (A) the "LOC Committed Amount") and aggregate Revolving Commitments LESS (iiB) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not Exposure at any time exceed the Revolving Committed Amount. No such time; (ii) unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from after the date of issuance thereof and (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effectB) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days one day prior to the Maturity Date. Each ; (iii) unless such Letter of Credit shall comply with is in form and substance acceptable to the related LOC Documents. The issuance and expiry dates of each Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money of any Person; (v) unless the Borrower has delivered to the Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank's standard form, which shall be a Business Daycontain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) ("ISP") or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form reasonably acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Letter of Credit Committed Amount") Amount and (iib) the sum of the aggregate Working Capital Obligations outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the lesser of (A) the Revolving Credit Committed AmountAmount then in effect and (B) the Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty Maturity Date (30) days prior but, subject to the Maturity Dateforegoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank). Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. The Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date, and no request for issuance thereof need be made.

Issuance. Subject to and upon the terms and conditions hereof herein set forth, so long as no Default or Event of Default has occurred and in reliance upon the representations and warranties set forth hereinis continuing, the applicable Issuing Lender agrees to issuewill, at any time and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from on and after the Closing Date until the date thirty (30) days and prior to the earlier of (i) the Letter of Credit Maturity Date as and (ii) the Revolving Credit Termination Date, and upon request by the Borrower may requestin accordance with the provisions of Section 3.2, issue for the account of the Borrower or its Subsidiaries one or more irrevocable standby letters of credit denominated in Dollars and in a form customarily used or otherwise approved by the Issuing Lender (together with all amendments, modifications and supplements thereto, substitutions therefor and renewals and restatements thereof, collectively, the “Letters of Credit”). From and after the Closing Date, the Existing Letters of Credit shall be Letters of Credit hereunder and the fees set forth in Sections 2.9(c), 2.9(d) and 2.9(e) (excluding issuance fees) shall commence with respect to such Letters of Credit on the Closing Date. The Stated Amount of each Letter of Credit shall not be less than such amount as may be acceptable to the applicable Issuing Lender. Notwithstanding the foregoing: (a) No Letter of Credit shall be issued if the Stated Amount upon issuance (i) when added to the aggregate Letter of Credit Exposure of the Revolving Credit Lenders at such time, would exceed the Letter of Credit Subcommitment, or (ii) when added to the Aggregate Revolving Credit Exposure, would exceed the aggregate Revolving Credit Commitments at such time; (b) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will benefit, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit (and the Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of its Subsidiaries inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries); (c) No Letter of Credit shall be issued that by its terms expires later than the Letter of Credit Maturity Date or, in any event, more than one (1) year after its date of issuance; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No a Letter of Credit shall (x) have an original expiry date more than may, if requested by the Borrower, provide by its terms, and on terms acceptable to the Issuing Lender, for renewal for successive periods of one year from or less (but not beyond the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which Maturity Date), unless and until the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit; and (d) The Issuing Lender shall not issue any Letter of Credit if, at least a specified the time period of such proposed issuance, (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to the Issuing Lender as of the Closing Date and that the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it, or (ii) the Issuing Lender shall have actual knowledge, or shall have received notice from any Lender, prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each issuance of such Letter of Credit shall comply with that one or more of the related LOC Documents. The conditions specified in Section 4.1 (if applicable) or Section 4.2 are not then satisfied (or have not been waived in writing as required herein) or that the issuance and expiry dates of each such Letter of Credit shall be a Business Daywould violate the provisions of Section 3.1(a).

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinprovided that no Default or Event of Default shall have occurred and be continuing, and further subject to any other terms and conditions which the applicable Issuing Lender agrees to may reasonably require, during the Revolving Commitment Period the Issuing Lender shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade Letters of Credit in Dollars for the account of the Borrower from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations outstanding shall not at any time exceed TEN TWENTY-FIVE MILLION DOLLARS ($10,000,00025,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of all outstanding Revolving Loans plus the aggregate amount of all outstanding LOC Obligations plus Swingline the aggregate amount of all outstanding Swing Line Loans plus the AAL Reserve shall not at any time exceed the lesser of (x) the Borrowing Base and (y) the aggregate Revolving Committed Amount. No Other than the Existing Letters of Credit, no Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, extended shall have an expiry date extending beyond the date thirty (30) days Revolving Termination Date without the prior consent of the Agent and all Lenders, except that prior to the Maturity DateRevolving Termination Date a Letter of Credit may be issued or extended (including without limitation any extension of an Existing Letter of Credit) with an expiry date extending up to a maximum of one year beyond the Revolving Termination Date with the consent of the Issuing Lender if, and to the extent that, the Borrower shall provide cash collateral to the Issuing Lender on the Revolving 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 dates 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 From time-to-time from the Effective Date until the Revolving Credit Maturity Date, at the request of the Borrower, the Issuing Bank shall, on the terms and conditions hereof and in reliance upon the representations and warranties hereinafter set forth hereinforth, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in increase, or extend the issuance by each Issuing Lender of, standby and trade Expiration Date of Letters of Credit in Dollars from time to time from for the Closing Date until the date thirty (30) days prior to the Maturity Date as account of the Borrower may requeston any Business Day. No Letter of Credit shall be issued, in a form acceptable to the applicable Issuing Lender; providedincreased, however, that or extended: (i) unless such issuance, increase, extension or conversion would not cause the LOC Obligations outstanding shall not at any time Letter of Credit Exposure to exceed TEN MILLION DOLLARS the lesser of (A) $10,000,000) 20,000,000.00 or (the "LOC Committed Amount") and (iiB) the sum of aggregate Revolving Credit Commitments minus the aggregate outstanding principal amount of all Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Credit Advances; (ii) unless such Letter of Credit shall has an Expiration Date not later than the earlier of (xA) have an original expiry date more than one year from twelve months after the date of issuance thereof or (provided that any B) the Revolving Credit Maturity Date; (iii) unless the Letter of Credit Documents executed in connection with Letters of Credit are in form and substance acceptable to the Issuing Bank in its sole discretion; (iv) unless such Letter of Credit may contain customary "evergreen" provisions pursuant to which is a standby letter of credit not supporting the expiry date is automatically extended by a specific time period repayment of indebtedness for borrowed money of any Person; (v) unless the applicable Issuing Lender gives notice Borrower has delivered to the beneficiary Issuing Bank a completed and executed Letter of Credit Application; and (vi) unless such Letter of Credit at least a specified time period prior is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such publication. If the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each terms of any Letter of Credit shall comply Application referred to in the foregoing clause (v) conflicts with the related LOC Documents. The issuance and expiry dates terms of each Letter this Agreement, the terms of Credit this Agreement shall be a Business Daycontrol.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from From time to time from the Closing Date date of this Agreement until the date thirty (30) days prior to three months before the Maturity Date as Date, at the request of the Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower may request, in a form acceptable to (for its own benefit or for the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at benefit of any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amountits Subsidiaries). No Letter of Credit shall will be issued, increased, or extended (xi) have if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $75,000,000 or (B) an original expiry date more amount equal to (1) the lesser of the Borrowing Base or the aggregate Revolving Commitments less (2) the aggregate outstanding Revolving Advances, Swingline Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year from after the date of issuance thereof and (provided that any B) five days before the Maturity Date; (iii) unless such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice in form and substance acceptable to the beneficiary of respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit at least is a specified time period prior to standby letter of credit not supporting the expiry date then in effect) or (y) as originally issued or as extendedrepayment of indebtedness for borrowed money of any Person, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.1(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall comply with contain terms no more restrictive than the related LOC Documents. The issuance terms of this Agreement; and expiry dates of each (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower Borrowers may request, in a form acceptable to the applicable Issuing LenderBank; provided, however, that (ia) the LOC Letter of Credit -------- ------- Obligations outstanding shall not at any time exceed TEN SEVEN MILLION DOLLARS ($10,000,0007,000,000) (the "LOC Letter of Credit Committed Amount") and (iib) the sum of the --------------------------------- aggregate outstanding principal amount of outstanding Revolving Loans plus LOC Letter of Credit ---- Obligations plus Swingline Loans outstanding shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.

Issuance. Subject During the Commitment Period, subject to the terms and -------- conditions hereof and in reliance upon of the representations LOC Documents, if any, and warranties set forth hereinsuch other terms and conditions which the Issuing Lender may reasonably require, the applicable Issuing Lender agrees to shall issue, and each Lender severally agrees to the Revolving Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may requestrequest for its own account or for the account of another Credit Party as provided herein, in a form acceptable to the applicable Issuing Lender, for the purposes hereinafter set forth; provided, however, provided that (i) the aggregate -------- amount of LOC Obligations outstanding shall not at any time exceed TEN FIVE MILLION DOLLARS ($10,000,0005,000,000) at any time (the "LOC Committed Amount") and ), (ii) with regard to the sum of Revolving Lenders -------------------- collectively, the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not outstanding at any time shall not exceed the Aggregate Revolving Committed Amount, and (iii) with regard to each Revolving Lender individually, such Revolving Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at any time shall not exceed such Revolving Lender's Revolving Commitment. No Letter Letters of Credit issued hereunder shall (x) not have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the or extension, nor an expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) date, whether as originally issued or as extendedby extension, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon of any Credit Document relating to the representations Credit-Linked Letter of Credit, and warranties set forth hereinany other terms and conditions which the Credit-Linked Issuing Bank may reasonably require, during the applicable Credit-Linked Commitment Period the Credit-Linked Issuing Lender agrees to Bank shall issue, and each Lender severally agrees to the Credit-Linked Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade Letters Credit-Linked Letter of Credit in Dollars for the account of the Borrower from time to time from upon request in substantially the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lenderof Exhibit B-5; provided, however, that (iA) the LOC Obligations outstanding shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans Credit-Linked Letter of Credit Usage shall not at any time exceed the Revolving lesser of (x) Three Hundred Fifty One Million Three Hundred Seventeen Thousand Eight Hundred and Five Dollars and Fifty Cents ($351,317,805.50) (the “Credit-Linked LOC Committed Amount. No ”) and (y) the principal amount of the Credit-Linked Deposit plus the principal amount of the Cash Collateral Deposit, (B) with regard to each Credit-Linked Lender individually, (x) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the outstanding Credit-Linked Letter of Credit Usage shall not exceed such Credit-Linked Lender’s Credit-Linked Deposit and (y) such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the aggregate principal amount of any outstanding Credit-Linked Letter of Credit Usage or any outstanding Term Loans, if converted, shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment, (C) with regard to the Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding Credit-Linked Letter of Credit Usage or outstanding Term Loans, if converted, shall not at any time exceed the Credit-Linked LOC Committed Amount then in effect minus the aggregate amount of the Cash Collateral Deposit, (D) no Credit-Linked Letter of Credit may be issued without the Administrative Agent confirming in writing to any Credit-Linked Issuing Bank (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Bank) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (C) above shall be satisfied, (E) the Credit-Linked Letter of Credit shall be denominated in Dollars and (xF) the Credit-Linked Letter of Credit shall be issued in connection with the Judgment. Except as otherwise expressly agreed upon by all the Credit-Linked Lenders, the Credit-Linked Letter of Credit shall have an original expiry date of not more than one year twelve (12) months from the date of issuance (provided that any such issuance; provided, however, the expiry date of the Credit-Linked Letter of Credit may contain customary "evergreen" provisions pursuant be extended annually or periodically from time to which time at the expiry date is automatically extended request of the Borrower or by a specific time period unless operation of the applicable Issuing Lender gives notice to terms of the beneficiary of such Credit-Linked Letter of Credit at least to a specified time period prior to date not more than twelve (12) months from the expiry date then in effectof extension; provided, further, that (x) or (y) the Credit-Linked Letter of Credit, as originally issued or as extended, shall not have an expiry date extending beyond the date thirty that is ten (3010) days prior to the Credit-Linked Maturity DateDate and (y) if an Event of Default exists at the time any Credit-Linked Letter of Credit is to be extended, the Credit-Linked Issuing Bank may or, at the direction of Credit-Linked Lenders holding more than 50% of the Credit-Linked Commitments, shall refuse to extend such Credit-Linked Letter of Credit, in which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. Each The Credit-Linked Letter of Credit shall comply with the related LOC Documentsterms of any Credit Document relating to the Credit-Linked Letter of Credit. The issuance and expiry dates date of each the Credit-Linked Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each Issuing Lender of, standby and trade Letters of Credit in Dollars from From time to time from the Closing Date date of this Agreement until the date thirty (30) days prior to three months before the Maturity Date as Date, at the request of the Borrower, each Issuing Bank shall, on any Business Day and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the expiration date of Letters of Credit for the account of the Borrower may request, in a form acceptable to (for its own benefit or for the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at benefit of any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amountits Subsidiaries). No Letter of Credit shall will be issued, increased, or extended (i) if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (x) have $100,000,000 or (y) an original expiry date more amount equal to (A) the lesser of the Borrowing Base or the aggregate Revolving Commitments less (B) the aggregate outstanding Revolving Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year from after the date of issuance thereof and (provided that any B) the Maturity Date; (iii) unless such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice in form and substance acceptable to the beneficiary of respective Issuing Bank in its sole discretion; (iv) unless such Letter of Credit at least is a specified time period prior to standby letter of credit not supporting the expiry date then in effect) or (y) as originally issued or as extendedrepayment of indebtedness for borrowed money of any Person, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each other than a Letter of Credit issued in substitution of any letter of credit outstanding on the Effective Date and listed on Schedule 1.01(b); (v) unless the Borrower has delivered to the respective Issuing Bank a completed and executed letter of credit application on such Issuing Bank's standard form, which shall comply with contain terms no more restrictive than the related LOC Documents. The issuance terms of this Agreement; and expiry dates of each (vi) unless such Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 ("UCP") or any successor to the UCP. If the terms of any letter of credit application referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall be a Business Daycontrol.

Issuance. Subject From the Closing Date until the Maturity Date, subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinsuch other terms and conditions which the L/C Issuer may reasonably require, the applicable Issuing Lender agrees to L/C Issuer shall issue, and each Lender severally agrees to the Lenders shall participate in the issuance by each Issuing Lender ofin, standby and trade such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may requestrequest for its benefit or the benefit of any Subsidiary as provided herein, in a form acceptable to the applicable Issuing LenderL/C Issuer, for the purposes hereinafter set forth; provided, however, provided that (i) the LOC aggregate amount of Letter of Credit Obligations outstanding shall not exceed the Letter of Credit Commitment at any time exceed TEN MILLION DOLLARS ($10,000,000) (the "LOC Committed Amount") time, and (ii) the sum of the aggregate outstanding principal amount of the Revolving Loans plus LOC Loans, Swing Line Advances and Letter of Credit Obligations plus Swingline Loans shall not exceed the lesser of the Borrowing Base or the Commitments in effect at any time exceed the Revolving Committed Amounttime. No Letter of Credit shall (x) have an original expiry expiration date more later than one the earlier of the Maturity Date and 1 year from after the date of issuance (provided that any such thereof; provided, however, the Borrower may request issuance or renewal of a Letter of Credit may contain customary "evergreen" provisions pursuant to which a date after the expiry date is automatically extended by a specific Maturity Date if, at the time period unless of such issuance or renewal, the applicable Issuing Lender gives notice Borrower deposits into the L/C Cash Collateral Account an amount equal to the beneficiary face amount of such Letter of Credit. Each Letter of Credit at least a specified time period shall require that all draws thereon must be presented to the L/C Bank by the expiration date therefor, regardless of whether presented prior to the expiry such date then in effect) to any correspondent bank or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Dateother institution. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall be a Business Day. On the date of the initial Revolving Loan hereunder, each outstanding letter of credit issued under the Existing Credit Agreement and described on Schedule 2.2 hereof (collectively, the “Existing L/Cs”) shall be deemed for all purposes, as of such date, without further action by any Person, to have been issued hereunder, and each such issuer of the Existing L/Cs shall be deemed to be an “L/C Issuer” hereunder for all purposes but solely with respect to, and until the termination, expiration or replacement of, such Existing L/Cs.

Issuance. Subject to the terms and conditions hereof and in reliance upon of the representations Letter of Credit Documents, if any, and warranties set forth hereinany other terms and conditions which the Issuing Bank may reasonably require, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to Lenders will participate in the issuance by each the Issuing Lender of, standby and trade Bank from time to time of such Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower Borrowers may request, in a form acceptable to the applicable Issuing LenderBank; providedPROVIDED, howeverHOWEVER, that (ia) the LOC Letter of Credit Obligations outstanding shall not at any time exceed TEN SEVEN MILLION DOLLARS ($10,000,0007,000,000) (the "LOC Committed AmountLETTER OF CREDIT COMMITTED AMOUNT") and (iib) the sum of the aggregate outstanding principal amount of outstanding Revolving Loans plus LOC PLUS Letter of Credit Obligations plus Swingline Loans outstanding shall not at any time exceed the lesser of (i) the Revolving Credit Committed AmountAmount and (ii) the Revolving Credit Borrowing Base. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Letter of Credit Documents. The issuance and expiry dates date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day.

Issuance. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the applicable Issuing Lender agrees to issue, and each Lender severally agrees to participate in the issuance by each the Issuing Lender of, standby and trade Letters of Credit in Dollars from time to time from the Closing Date until the date thirty (30) days prior to the Maturity Date as the Borrower may request, in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the LOC Obligations outstanding shall not at any time exceed TEN TWO MILLION DOLLARS ($10,000,0002,000,000) (the "“LOC Committed Amount"”) and (ii) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not at any time exceed the Revolving Committed Amount. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance (provided that any such Letter of Credit may contain customary "“evergreen" ” provisions pursuant to which the expiry date is automatically extended by a specific time period unless the applicable Issuing Lender gives notice to the beneficiary of such Letter of Credit at least a specified time period prior to the expiry date then in effect) or (y) as originally issued or as extended, have an expiry date extending beyond the date thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry dates of each Letter of Credit shall be a Business Day.