Common use of Creditworthiness Determination Clause in Contracts

Creditworthiness Determination. The Companies will determine the creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies will have full discretion, without liability or recourse to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies to re-evaluate its creditworthiness whenever an event occurs that the XXXX Supplier reasonably believes would improve the determination made by the Companies of its or its Guarantor’s creditworthiness. The Companies’ credit re- evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies may specify other types of financial statements that will be accepted. If the Companies determine in their sole discretion that they are unable to adequately assess the XXXX Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX Supplier or its Guarantor is insufficient, such XXXX Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.7.

Creditworthiness Determination. The Companies will determine the creditworthiness of the XXXX an SSO Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies will have full discretion, without liability or recourse to such XXXX SSO Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX SSO Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX an SSO Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX SSO Supplier’s or Guarantor’s credit standing. In addition, the XXXX SSO Supplier may petition the Companies to re-evaluate its creditworthiness whenever an event occurs that the XXXX SSO Supplier reasonably believes would improve the determination made by the Companies of its or its Guarantor’s creditworthiness. The Companies’ credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Each SSO Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies may specify other types of financial statements that will be accepted. If the Companies determine in their sole discretion that they are unable to adequately assess the XXXX an SSO Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX an SSO Supplier or its Guarantor is insufficient, such XXXX SSO Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.76.5.

Creditworthiness Determination. The Companies will determine the creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies will have full discretion, without liability or recourse to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies to re-evaluate its creditworthiness whenever an event occurs that the XXXX Supplier reasonably believes would improve the determination made by the Companies of its or its Guarantor’s creditworthiness. The Companies’ credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies may specify other types of financial statements that will be accepted. If the Companies determine in their sole discretion that they are unable to adequately assess the XXXX Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX Supplier or its Guarantor is insufficient, such XXXX Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.7.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreements(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Xxxxx’x, Fitch or A.M. Best and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the Supplier’s Maximum Credit Limit. The BGS-CIEP Suppliers will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Companies determine Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in their sole discretion the event that they the two highest ratings are unable common, then such common rating will be used. The Maximum Credit Limit to adequately assess cover the XXXX Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX Maximum Credit Limit. The BGS- CIEP Supplier or its Guarantor is insufficient, such XXXX Supplier shall will be required to post ICR Collateral cash or letter of credit in accordance with an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. ‌ The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the creditworthiness of the XXXX an SSO Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies will have full discretion, without liability or recourse to such XXXX SSO Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX SSO Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX an SSO Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX SSO Supplier’s or Guarantor’s credit standing. In addition, the XXXX SSO Supplier may petition the Companies to re-evaluate its creditworthiness whenever an event occurs that the XXXX SSO Supplier reasonably believes would improve the determination made by the Companies of its or its Guarantor’s creditworthiness. The Companies’ credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Each SSO Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies may specify other types of financial statements that will be accepted. If the Companies determine in their sole discretion that they are unable to adequately assess the XXXX an SSO Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX an SSO Supplier or its Guarantor is insufficient, such XXXX SSO Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.76.57.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Xxxxx’x, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Xxxxx A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Credit Rating of the BGS-CIEP Supplier Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Xxxxx A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies DP&L will determine the creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies DP&L will have full discretion, without liability or recourse to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies DP&L may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies DP&L to re-re- evaluate its creditworthiness whenever an event occurs that the XXXX Supplier reasonably believes would improve the determination made by the Companies DP&L of its or its Guarantor’s creditworthiness. The Companies’ DP&L’s credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies DP&L shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies DP&L shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies DP&L may specify other types of financial statements that will be accepted. If the Companies determine DP&L determines in their sole discretion that they are unable to adequately assess the XXXX Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX Supplier or its Guarantor is insufficient, such XXXX Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.7.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: Standard & Poor’s A. M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreements(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Xxxxx’x, Fitch or A.M. Best and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the Supplier’s Maximum Credit Limit. The BGS-CIEP Suppliers will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS- CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS-CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. ‌ The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: Standard & Poor’s Ratings Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A. M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreements(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Xxxxx’x, Fitch or A.M. Best and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the Supplier’s Maximum Credit Limit. The BGS-CIEP Suppliers will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS- CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS-CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. ‌ The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Moody’s Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the creditworthiness of the XXXX an SSO Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies will have full discretion, without liability or recourse to such XXXX SSO Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX SSO Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX an SSO Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX SSO Supplier’s or Guarantor’s credit standing. In addition, the XXXX SSO Supplier may petition the Companies to re-evaluate its creditworthiness whenever an event occurs that the XXXX SSO Supplier reasonably believes would improve the determination made by the Companies of its or its Guarantor’s creditworthiness. The Companies’ credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall provide the rationale for their determination of the credit limit and any resulting security requirement requirement, and such determination shall be deemed final and conclusive. The Companies shall perform their credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Each SSO Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies may specify other types of financial statements that will be accepted. If the Companies determine in their sole discretion that they are unable to adequately assess the XXXX an SSO Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX an SSO Supplier or its Guarantor is insufficient, such XXXX SSO Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.76.5.

Creditworthiness Determination. The Companies ‌ DP&L will determine the creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating). The Companies DP&L will have full discretion, without liability or recourse to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies DP&L may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies DP&L to re-evaluate its creditworthiness whenever an event occurs that the XXXX Supplier reasonably believes would improve the determination made by the Companies DP&L of its or its Guarantor’s creditworthiness. The Companies’ DP&L’s credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies DP&L shall provide the rationale for their determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies DP&L shall perform their credit re-evaluation and associated security calculation in a non-non- discriminatory manner. The XXXX Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies DP&L may specify other types of financial statements that will be accepted. If the Companies determine DP&L determines in their sole discretion that they are unable to adequately assess the XXXX Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX Supplier or its Guarantor is insufficient, such XXXX Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.7.

Creditworthiness Determination. ‌ The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Xxxxx’x, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Xxxxx A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Xxxxx A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Xxxxx’x”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A.M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreementsagreement(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Moody’s, Fitch, or A.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the BGS-CIEP Supplier’s Maximum Credit Limit. The BGS- CIEP SuppliersSupplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS-CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS- CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.

Creditworthiness Determination. The Companies Dayton Power and Light Company will determine the creditworthiness of the XXXX an SSO Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt corporate or issuer credit rating (or, if unavailable, its corporate issuer rating)and assessment of financial statements and creditworthiness. The Companies Dayton Power and Light Company will have full discretion, without liability or recourse to such XXXX SSO Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX SSO Supplier or Guarantor. The Companies Dayton Power and Light Company may re-evaluate the creditworthiness of the XXXX an SSO Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX SSO Supplier’s or Guarantor’s credit standing. In addition, the XXXX SSO Supplier may petition the Companies The Dayton Power and Light Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX SSO Supplier reasonably believes would improve the determination made by the Companies The Dayton Power and Light Company of its or its Guarantor’s creditworthiness. The Companies’ Dayton Power and Light Company’s credit re- re-evaluation must be completed as soon as practicable, but in no event longer than thirty (30) days after receiving a fully documented request. The Companies Dayton Power and Light Company shall provide the rationale for their its determination of the credit limit Credit Limit and any resulting security requirement and such determination shall be deemed final and conclusive. The Companies Dayton Power and Light Company shall perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Each SSO Supplier or its Guarantor shall provide unrestricted access to its audited financial statements; however, if audited financial statements are not available, the Companies The Dayton Power and Light Company may specify other types of financial statements that will be accepted. If the Companies determine The Dayton Power and Light Company determines in their its sole discretion that they are it is unable to adequately assess the XXXX an SSO Supplier’s or Guarantor’s creditworthiness or the credit rating of the XXXX an SSO Supplier or its Guarantor is insufficient, such XXXX SSO Supplier shall be required to post ICR Collateral in accordance with Section 6.4 and Margin Collateral in accordance with Section 6.7.

Creditworthiness Determination. The Companies will determine the BGS-CIEP Supplier may submit and maintain a security deposit, in accordance with Section 6.3 below, in lieu of submitting to or being qualified under a creditworthiness of the XXXX Supplier or its Guarantor, if applicable, whether organized under the laws of the United States or organized under the laws of a foreign jurisdiction, based on its most recent senior unsecured debt rating (or, if unavailable, its corporate issuer rating)evaluation. The Companies will BGS-CIEP Supplier shall have full discretion, without liability or recourse the opportunity to such XXXX Supplier or its Guarantor, if applicable, to evaluate the evidence of creditworthiness submitted by such XXXX Supplier or Guarantor. The Companies may re-evaluate the creditworthiness of the XXXX Supplier or Guarantor from time to time, including whenever they become aware of an adverse change in such XXXX Supplier’s or Guarantor’s credit standing. In addition, the XXXX Supplier may petition the Companies Company to re-evaluate its creditworthiness whenever an event occurs that the XXXX BGS-CIEP Supplier reasonably believes would improve the determination made by the Companies Company of its or its Guarantor’s creditworthiness. The Companies’ Company’s credit re- re-evaluation must be completed as soon as practicable, possible but in no event longer than thirty (30) days after receiving a fully documented request. The Companies shall Company must provide the rationale for their its determination of the credit limit and any resulting security requirement and such determination shall be deemed final and conclusiverequirement. The Companies shall Company must perform their its credit re-evaluation and associated security calculation in a non-discriminatory manner. The XXXX Supplier or its Guarantor BGS-CIEP Suppliers shall provide unrestricted access to its audited financial statements; however, provided that if audited financial statements are not available, the Companies Company may specify other types of financial statements that will be accepted. (a) The following criteria constitute the Company’s creditworthiness requirements for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or the District of Columbia and may be utilized by BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of the United States. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted by one notch) will be used. (i) For BGS-CIEP Suppliers to be granted an unsecured line of credit, to cover the Total Exposure Amount the Supplier shall meet the following requirements: (1) must be rated by at least two of the following rating agencies: Standard & Poor’s Ratings Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”) and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) of at least “BBB-” from S&P, “Baa3” from Moody’s, “BBB-” from Fitch or “bbb” from A. M. Best (a “Minimum Rating”). If the Companies determine in their sole discretion that they BGS-CIEP Supplier is rated by only two rating agencies, and the ratings are unable to adequately assess split, the XXXX Supplier’s lower rating will be used. If the BGS-CIEP Supplier is rated by three or Guarantor’s creditworthiness or four rating agencies and the credit rating ratings are split, the lower of the XXXX two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount will be determined based on the following table: Credit Rating of the BGS-CIEP Supplier or its Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 where TNW is insufficient, such XXXX the Tangible Net Worth. The BGS-CIEP Supplier shall will be required to post ICR Collateral cash or a letter of credit at the time of, or prior to the execution of this Agreement in accordance with an acceptable form as defined in Section 6.4(b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount under this Agreement and any other BGS Supply agreements(s) between it and the Company, exceeding the credit limit; or (ii) For BGS-CIEP Suppliers having a Guarantor, the Guarantor (1) must be rated by at least two of the following rating agencies: S&P, Xxxxx’x, Fitch or A.M. Best and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split the lower rating will be used. If the Guarantor is rated by three or four rating agencies and the ratings are split, the lower of the two highest ratings will be used; however, in the event that the two highest ratings are common, then such common rating will be used. The Maximum Credit Limit to cover the Total Exposure Amount that could be provided through the Guaranty (see standard format in Appendix C) will be determined based on the following table: Credit Rating of the Guarantor Max. Credit Limit to be calculated as the lesser of the % of TNW and credit limit cap below S&P Xxxxx’x Fitch A.M. Best % Credit Limit Cap A- and above A3 and above A- and above aaa 16% of TNW $60,000,000 BBB+ Baa1 BBB+ aa 10% of TNW $40,000,000 BBB Baa2 BBB a 8% of TNW $30,000,000 BBB- Baa3 BBB- bbb 6% of TNW $15,000,000 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW 0 The BGS-CIEP Supplier will be granted a credit limit equal to the lesser of (i) the amount of the Guaranty at the time this Agreement is executed as such amount may be modified in any amended or substitute Guaranty provided to the Company during the term of this Agreement or (ii) the Supplier’s Maximum Credit Limit. The BGS-CIEP Suppliers will be required to post cash or letter of credit in an acceptable form as defined in Section 6.4 (b) below (see standard format in Appendix B) for the Total Exposure Amount exceeding the amount of the credit limit granted to the BGS-CIEP Supplier; or (iii) The posting of cash or a letter of credit in an acceptable form as defined in Section 6.4 (b) of this Agreement (see standard format in Appendix B) for the Total Exposure Amount shall be required. (b) The following standards shall apply to BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. For BGS-CIEP Suppliers who cannot meet the following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.4(b) below (see standard format in Appendix B) for the Total Exposure Amount shall be required. (i) The BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-CIEP Supplier; or (ii) The Guarantor of a BGS-CIEP Supplier shall supply such evidence of creditworthiness so as to provide the Company with comparable assurances of creditworthiness as is applicable above for Guarantors of BGS-CIEP Suppliers that have been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-CIEP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantor. (c) All BGS-CIEP Suppliers or Guarantors of BGS-CIEP Suppliers that have not been incorporated or otherwise formed under the laws of a state of the United States or of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.2, supply the following as a condition of being granted a credit limit, up to a maximum level, for the purpose of covering the Total Exposure Amount: (i) For BGS-CIEP Suppliers: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the BGS-CIEP Supplier is incorporated or otherwise formed that this Agreement has been duly authorized, executed and Margin Collateral delivered and is the legal, valid and binding obligation of the BGS-CIEP Supplier in accordance with Section 6.7the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the person executing this Agreement on behalf of the BGS-CIEP Supplier has the authority to execute the Agreement and that the governing board of such BGS-CIEP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-CIEP Supplier that the BGS- CIEP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Company shall have full discretion, without liability or obligation to the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by the BGS-CIEP Supplier. (ii) For the Guarantor of a BGS-CIEP Supplier: (i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is incorporated or otherwise formed that the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Guarantor in the jurisdiction in which it has been incorporated or otherwise formed; (ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Company shall have full discretion, without liability or obligation to the Guarantor or the BGS-CIEP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) Failure to provide the required security or deposit within three (3) Business Days of the Company’s request shall constitute an Event of Default unless the Company agrees in writing to extend such period for providing security or deposit. In the event that a creditworthiness determination by the Company concludes that the security requirement may be reduced, the Company will notify the affected BGS-CIEP Supplier of this circumstance, and take whatever action the BGS-CIEP Supplier requests for return of the surplus.