Common use of Issuance Clause in Contracts

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue to the Borrower standby letters and commercial Letters of credit in Dollars Credit (each, together with and each letter Existing Letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateCredit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower Representative for the account of the applicable Borrower; provided that immediately after each such that, the maximum face amount of the Facility LC is to be issued or Modified, Modified does not exceed the lesser of (i) an amount equal to $25,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding LC Obligations shall not exceed $90,000,000 at such time and (ii) Availability. On the Aggregate Outstanding Effective Date, each Existing Letter of Credit Exposure shall not exceed be deemed to be a Facility LC issued hereunder for the Aggregate Commitmentaccount of the applicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby or commercial letters of credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 20,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that (x) the expiry date of a Facility LC may be up to one (1) year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date Borrowers have posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the LC Obligations with respect to such Facility Termination DateLC, and (y) any LC Issuer may issue any Auto-Extension Facility LC in accordance with Section 2.19(c) below.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue to the Borrower standby letters and commercial Letters of credit in Dollars Credit (each, together with and each letter Existing Letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateCredit, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower Representative for the account of the applicable Borrower; provided that immediately after each such that, the maximum face amount of the Facility LC is to be issued or Modified, Modified does not exceed the lesser of (i) an amount equal to $100,000,000 minus the sum of (1) the aggregate undrawn amount of all outstanding Facility LCs at such time plus, without duplication, (2) the aggregate unpaid Reimbursement Obligations with respect to all Facility LCs outstanding LC Obligations shall not exceed $90,000,000 at such time and (ii) Availability. On the Aggregate Outstanding Effective Date, each Existing Letter of Credit Exposure shall not exceed be deemed to be a Facility LC issued hereunder for the Aggregate Commitmentaccount of the applicable Borrower. No Facility LC (or any renewal thereof) shall have an expiry date later than the earlier of (x) the fifth (5th) Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 100,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by such LC Issuer (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Revolving Loan Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 50,000,000; (ii) the aggregate outstanding LC Obligations with respect to all Facility LCs issued by any single LC Issuer shall not exceed the lesser of (A) $25,000,000 (or such greater amount as the applicable LC Issuer shall agree) and (B) the Revolving Commitment of such LC Issuer, and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitments. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Revolving Loan Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the terms of Section 2.20.11, Revolving Loan Termination Date if the Borrower has posted on or before the 10th day fifth Business Day prior to the Facility Revolving Loan Termination Date cash collateral in the Borrower may request and Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 103% of the LC Issuers hereby agree Obligations with respect to issue such Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination DateLC.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars any Agreed Currency (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify,” and each such action, action a “Modification”), from time to time from and (including on the Restatement Effective Date and Date) prior to the Facility Termination Date Date, upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 600,000,000 and (iib) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the renewal thereof Borrower or the applicable LC Issuer for additional periods up to one year periods unless (which, subject A) prior to the next succeeding proviso, may date specified in such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall not be renewed or (B) the new expiry day of such Facility LC would extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time if agreed to by such LC Issuer and the Company with notice thereof to the Agent (subject at all times to the Facility LC Sublimit) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility LC Commitment, an “Increasing LC Issuer”), or by one or more other Banks that wish to become an LC Issuer (each such Bank, an “Additional LC Issuer”); provided that any Facility each Increasing LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, Issuer and each Additional LC Issuer shall be subject to the next succeeding proviso, may extend beyond approval of the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuers hereby agree Issuer to issue increase its Facility LCs with LC Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (or the “Existing LCs”) shall be deemed to Modify be “Facility LCs to have) an expiry date LCs” issued on or after the Facility Termination Closing Date but not later than the twelve-month anniversary for all purposes of the Facility Termination DateCredit Documents.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the applicable Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and 100,000,000, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the applicable Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the applicable Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) aboveSection 2.19(l); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (eacheach such letter of credit, together with each letter of credit issued or deemed to be issued pursuant to the Existing Previous Credit Agreement and outstanding on the Restatement Effective Closing Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Revolving Credit Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Revolving Credit Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one one-year periods (whichwhich shall in no event extend beyond the date referred to in the preceding clause (x)). If any Facility LC contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination is given by the LC Issuer with respect to such Facility LC, subject the LC Issuer shall timely give notice of termination if (i) as of the close of business on the seventeenth (17th) day prior to the next succeeding provisolast day upon which the LC Issuer’s notice of termination may be given to the beneficiaries of such Facility LC, may the LC Issuer has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Facility LC have not been satisfied or (ii) the renewed Facility LC would extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed the lesser of (a) twenty-five percent (25%) of the Aggregate Commitment or (b) $90,000,000 and 75,000,000, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) aboveSection 2.19(l); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the applicable Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and the Aggregate LC Sublimit, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the applicable Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the applicable Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) aboveSection 2.19(l); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Available Aggregate Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $20,000,000 and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for time drafts. Notwithstanding the renewal thereof foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary all purposes of the Facility Termination DateCredit Documents.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed $75,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000 and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for time drafts. Notwithstanding the renewal thereof foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary all purposes of the Facility Termination DateCredit Documents.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars any Agreed Currency (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify,” and each such action, action a “Modification”), from time to time from and (including on the Restatement Effective Date and Date) prior to the Facility Termination Date Date, upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 300,000,000 and (iib) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the renewal thereof Borrower or the applicable LC Issuer for additional periods up to one year periods unless (which, subject A) prior to the next succeeding proviso, may date specified in such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall not be renewed or (B) the new expiry day of such Facility LC would extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and fifty percent (ii50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent fiscal quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) that has an expiry date on or after the Facility Termination Date but not that is later than the twelve-month anniversary of the Facility its Declining Lender’s Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and fifty percent (ii50%) of the Aggregate Commitment, (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iv) at any time at which the Leverage Ratio, determined as of the last day of the most recent calendar quarter, exceeds 55%, the aggregate principal amount of all Consolidated Senior Debt Borrowings outstanding shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with Section 2.19(l). Notwithstanding the foregoing, no Declining Lender shall issue a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) that has an expiry date on or after the Facility Termination Date but not that is later than the twelve-month anniversary of the Facility its Declining Lender’s Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility LC Commitment, an “Increasing LC Issuer”), or by one or more other Lenders that wish to become an LC Issuer (each such Lender, an “Additional LC Issuer”); provided that any Facility each Increasing LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, Issuer and each Additional LC Issuer shall be subject to the next succeeding proviso, may extend beyond approval of the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuers hereby agree Issuer to issue increase its Facility LCs with LC Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (or the “Existing LCs”) shall be deemed to Modify be “Facility LCs to have) an expiry date LCs” issued on or after the Facility Termination Closing Date but not later than the twelve-month anniversary for all purposes of the Facility Termination DateCredit Documents.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters Performance Letters of credit Credit and Financial Letters of Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 50% of the Aggregate Commitment at such time and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the Aggregate CommitmentCommitment and the Borrowing Base Availability at such time. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the terms of Section 2.20.11, Facility Termination Date if the Borrower has posted on or before the 10th thirtieth (30th) day prior to the Facility Termination Date cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to such Facility LC. Additionally, if the Term Out Period commences as set forth in Section 2.25 below, Borrower shall promptly post cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to any Facility LC or LC Obligations that remain outstanding as of the date that the Term Out Period commences. Borrower may request and of each LC Issuer that the LC Issuers hereby agree to Issuer issue “Evergreen” letters of credit as the Facility LCs with (which automatically renew unless the LC Issuer provides notice to the Borrower that such LC Issuer is not renewing such Facility LC; and it shall be at the sole discretion of each LC Issuer as to whether or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary it will issue “Evergreen” letters of the Facility Termination Datecredit.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars and Foreign Currencies (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 20,000,000, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor period may provide for the renewal thereof for additional one one-year periods (which, subject to but in no event shall the next succeeding proviso, may expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above); provided, however(a) deposited with the Administrative Agent cash collateral equal to the outstanding face amount of such Facility LC (or 110% of the outstanding face amount if the Facility LC is denominated in a Foreign Currency) or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Facility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. On the terms Effective Date, each Existing Letter of Section 2.20.11, Credit shall be deemed issued as a Facility LC hereunder on such date and shall thereafter be deemed to be a Facility LC for all purposes hereof. Each Facility LC shall be in an initial face amount of at least $100,000 (or before the 10th day prior such lesser amount to the Facility Termination Date the Borrower may request and which the LC Issuers hereby agree Issuer may from time to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Datetime agree).

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the applicable Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 2,000,000 and (ii) the Aggregate Outstanding Credit aggregate Revolving Exposure shall not exceed the Aggregate Commitmentaggregate Revolving Commitments. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided provided, that any Facility LC with may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the LC Issuer pursuant to which the expiration date of such Facility LC shall automatically be extended for consecutive periods of up to twelve (12) months (but not to a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond date later than the date referred to set forth in clause (x) above); , provided, howeverfurther, that, subject that the expiry date of any Facility LC may be up to one (1) year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the applicable Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to such Facility Termination DateLC.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by such LC Issuer (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Revolving Loan Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 50,000,000; (ii) the aggregate outstanding LC Obligations with respect to all Facility LCs issued by any LC Issuer shall not exceed the lesser of (A) $25,000,000 (or such greater amount as the applicable LC Issuer shall agree) and (B) the Revolving Commitment of such LC Issuer, and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitments. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Revolving Loan Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the terms of Section 2.20.11, Revolving Loan Termination Date if the Borrower has posted on or before the 10th day fifth Business Day prior to the Facility Revolving Loan Termination Date cash collateral in the Borrower may request and Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 105% of the LC Issuers hereby agree Obligations with respect to issue such Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination DateLC.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars and Foreign Currencies (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 40,000,000, (ii) no Lender’s Revolving Credit Exposure shall exceed its Commitment and (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor period may provide for the renewal thereof for additional one one-year periods (which, subject to but in no event shall the next succeeding proviso, may expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above); provided, however(a) deposited with the Administrative Agent cash collateral equal to the outstanding face amount of such Facility LC (or 110% of the outstanding face amount if the Facility LC is denominated in a Foreign Currency) or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Facility LC issued under and governed in all respects by the terms and conditions of this Agreement, and each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. On the terms Effective Date, each Existing Letter of Section 2.20.11, Credit shall be deemed issued as a Facility LC hereunder on such date and shall thereafter be deemed to be a Facility LC for all purposes hereof. Each Facility LC shall be in an initial face amount of at least $100,000 (or before the 10th day prior such lesser amount to the Facility Termination Date the Borrower may request and which the LC Issuers hereby agree Issuer may from time to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Datetime agree).

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 60,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. No Facility LC shall have an expiry date later than one year after the earlier of Facility Termination Date; provided, that, (xi) the fifth Business Day prior to any Facility LC with an expiration date later than the Facility Termination Date shall be issued solely at the LC Issuer’s discretion and no LC Issuer shall have any obligation to issue a Facility LC with an expiration date beyond the Facility Termination Date, and (yii) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or that remains outstanding after the Facility Termination Date but not later than the twelve-month anniversary shall be cash collateralized by an amount equal to 105% of the LC Obligations, which amount shall be held in the Facility Termination DateLC Collateral Account.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit Credit denominated in Dollars (each, together with each letter of credit including without limitation any and all Existing Facility LCs issued or deemed to be issued pursuant to under the Existing Credit Agreement and outstanding on the Restatement Effective DateAgreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $90,000,000 30,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be Facility LCs issued under, and subject to the terms and conditions of this Agreement.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit Credit denominated in Dollars (each, together with each letter of credit including without limitation any and all Existing Facility LCs issued or deemed to be issued pursuant to under the Existing Credit Agreement and outstanding on the Restatement Effective DateAgreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $90,000,000 10,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the lesser of the Aggregate CommitmentRevolving Commitment and the Borrowing Base. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that the Existing GTS LCs and the Existing Facility LCs shall be deemed to be Letters of Credit issued under, and subject to the terms and conditions of this Agreement.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct pay letters of credit denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date hereof and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed $150,000,000 and (iii) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Datetime drafts.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit Credit denominated in Dollars (each, together with each letter of credit including without limitation any and all Existing Facility LCs issued or deemed to be issued pursuant to under the Existing Credit Agreement and outstanding on the Restatement Effective DateAgreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $90,000,000 25,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Availability. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Facility LCs” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be Facility LCs issued under, and subject to the terms and conditions of this Agreement.

Issuance. The LC Issuers parties hereto acknowledge that on and after the Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters Financial Letters of credit in Dollars Credit and Performance Letters of Credit (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the fifteenth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate outstanding principal amount of the Loans plus the aggregate Dollar Amount of the outstanding Financial LC Obligations shall not exceed $90,000,000 the Aggregate Revolving Credit and Financial LC Commitment and (ii) (1) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment during any Unrestricted Period and (2) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base at any time during any Restricted Period (subject to Section 2.2(c)). No Facility LC issued on or after the Effective Date shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date).

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, action a “"Modification”"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the BorrowerBorrowers; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 10,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided issuance (collectively the, "Maturity Date"), provided, however, that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year Facility LC periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th fifth business day prior to the Facility Termination Date Date) unless the Borrower may request Issuer provides prior notice of non-renewal to the beneficiary. Participations. Upon the issuance or Modification by any LC Issuer of a Facility LC in accordance with this Section 2.23, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Issuers hereby agree Obligations in proportion to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Dateits Pro Rata Share.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, a “"Modification”"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 650,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Revolving Loan Commitment plus the ---- Aggregate Pre-Funded Letter of Credit Commitment. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided provided, however, that any Facility LC with a one-year tenor term may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may that do not extend beyond the date referred to referenced in clause (x) above); providedhereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Prior Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, howeversuch letters of credit shall constitute, thaton and after the Closing Date, Facility LCs and shall be subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Datebenefit from this Agreement.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters Performance Letters of credit Credit and Financial Letters of Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 50% of the Aggregate Commitment at such time and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the Aggregate CommitmentCommitment and the Borrowing Base Availability at such time. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to such Facility Termination DateLC. Additionally, if the Term Out Period commences as set forth in Section 2.25 below, Borrower shall promptly post cash collateral in the Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 100% of the LC Obligations with respect to any Facility LC or LC Obligations that remain outstanding as of the date that the Term Out Period commences. Borrower may request of each LC Issuer that the LC Issuer issue “Evergreen” letters of credit as the Facility LCs which automatically renew unless the LC Issuer provides notice to the Borrower that such LC Issuer is not renewing such Facility LC; and it shall be at the sole discretion of each LC Issuer as to whether or not it will issue “Evergreen” letters of credit.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars and Foreign Currencies (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of and for the account of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 20,000,000, (ii) no Lender’s Outstanding Revolving Credit Exposure shall exceed its Commitment and (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor period may provide for the renewal thereof for additional one one-year periods (which, subject to but in no event shall the next succeeding proviso, may expiry date of such Facility LCs extend beyond the period in clause (x) hereof. Notwithstanding the foregoing, a Facility LC shall be permitted to have an expiry date after the date referred to in clause (x) above if the Borrower shall have, on or prior to the date referred to in clause (x) above); provided, however(a) deposited with the Administrative Agent cash collateral equal to the outstanding face amount of such Facility LC (or 110% of the outstanding face amount if the Facility LC is denominated in a Foreign Currency) or (b) delivered to the LC Issuer a “back-to-back” letter of credit relative to such Facility LC from an issuer and in form and substance satisfactory to each of the LC Issuer and the Administrative Agent in its sole discretion. On the initial Borrowing Date each Existing Letter of Credit shall be deemed to be a Facility LC issued under and governed in all respects by the terms and conditions of this Agreement, thatand each Lender shall participate in each Existing Letter of Credit in an amount equal to its Pro Rata Share of the face amount of such Existing Letter of Credit. Notwithstanding anything herein to the contrary, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of accurately reflect the cost of making or maintaining Eurocurrency Advances, then the Administrative Agent shall suspend the availability of Eurocurrency Advances and require any affected Eurocurrency Advances to be repaid or converted to Floating Rate Advances, subject to the terms payment of any funding indemnification amounts required by Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date3.3.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the applicable Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and 75,000,000, (iiiii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the applicable Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the applicable Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) aboveSection 2.19(l); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this AgreementAgreement and in reliance on the agreements of the Lenders in Sections 2.19(b) and 2.19(e), to issue standby letters Letters of credit Credit denominated in Dollars or other Agreed Currencies, commercial Letters of Credit denominated in Dollars or other Agreed Currencies and, in its discretion, Banker’s Acceptances (eacheach such standby Letter of Credit, together with each letter commercial Letter of credit issued Credit or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateBanker’s Acceptance, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the fifth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and 75,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, and (iii) the aggregate Dollar Amounts of the outstanding LC Obligations with respect to standby Letters of Credit shall not exceed $25,000,000. Without limiting the foregoing, all Existing Letters of Credit shall be deemed without further action of the parties to be Facility LCs issued hereunder and subject to the terms hereof. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent and the applicable LC Issuer in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. Notwithstanding anything to the contrary herein or in any Loan Document, the parties hereto acknowledge and agree that all Banker’s Acceptances shall be treated as Facility LCs for all purposes of this Agreement and the other Loan Documents (including without limitation for the purposes of (A) determining (I) outstanding LC Obligations and (II) Aggregate Outstanding Credit Exposure, (B) participation by the Lenders pursuant to Section 2.19(b) and reimbursement by the Lenders pursuant to Section 2.19(e), (C) cash collateralization pursuant to Section 2.19(k), and (D) Defaulting Lender provisions pursuant to Section 2.22) and shall constitute Obligations guaranteed by the Guarantors and secured by any collateral. Each Facility LC shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable LC Issuer.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this AgreementAgreement and in reliance on the agreements of the Lenders in Sections 2.19(b) and 2.19(e), to issue standby letters Letters of credit Credit denominated in Dollars or other Agreed Currencies, commercial Letters of Credit denominated in Dollars or other Agreed Currencies and, in its discretion, Banker’s Acceptances (eacheach such standby Letter of Credit, together with each letter commercial Letter of credit issued Credit or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateBanker’s Acceptance, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date and prior to the fifth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and 100,000,000 and75,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment., and (iii) the aggregate Dollar Amounts of the outstanding LC Obligations with respect to standby Letters of Credit shall not exceed $25,000,000. Without limiting the foregoing, all Existing Letters of Credit shall be deemed without further action of the parties to be Facility LCs issued hereunder and subject to the terms hereof. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent and the applicable LC Issuer in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. Notwithstanding anything to the contrary herein or in any Loan Document, the parties hereto acknowledge and agree that all Banker’s Acceptances shall be treated as Facility LCs for all purposes of this Agreement and the other Loan Documents (including without limitation for the purposes of (A) determining (I) outstanding LC Obligations and (II) Aggregate Outstanding Credit Exposure, (B) participation by the Lenders pursuant to Section 2.19(b) and reimbursement by the Lenders pursuant to Section 2.19(e), (C) cash collateralization pursuant to Section 2.19(k), and (D) Defaulting Lender provisions pursuant to Section 2.22) and shall constitute Obligations guaranteed by the Guarantors and secured by any collateral. Each Facility LC shall be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the applicable LC Issuer.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, a “"Modification”"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Revolving Facility Termination Date upon the request of the BorrowerBorrower or any Subsidiary Guarantor; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 400,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Borrowing Base and (iii) the Aggregate Outstanding Credit Exposure minus the portion thereof constituting Term Loans shall not exceed the Aggregate Revolving Loan Commitment. Any reference in this Section 2.19 to a request for a Facility LC by the Borrower shall be deemed to include requests by any Subsidiary Guarantor. The Borrower agrees that it is obligated to satisfy any amount arising under or in connection with Facility LCs issued hereunder at the request of any Subsidiary Guarantor, including, without limitation, all Reimbursement Obligations, and that no Facility LC requested by any such Person shall be issued hereunder unless all conditions to issuance have been satisfied. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year after its issuance; provided provided, however, that any Facility LC with a one-year tenor term may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may that do not extend beyond the date referred to referenced in clause (x) above); providedhereof. Schedule 2.19.1 sets forth certain letters of credit issued under the Existing Credit Agreement. Subject to the satisfaction on the Closing Date of the conditions precedent set forth in Sections 4.1 and 4.2, howeversuch letters of credit shall constitute, thaton and after the Closing Date, Facility LCs and shall be subject to the terms of Section 2.20.11, on or before the 10th day prior and benefit from this Agreement. In addition to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue foregoing, all Facility LCs with (issued or to Modify outstanding under the Prior Credit Agreement described in Article XVI hereof shall constitute Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Dateunder this Agreement.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of the Company and such LC Issuer) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility LC Commitment, an “Increasing LC Issuer”), or by one or more other Banks that wish to become an LC Issuer (each such Bank, an “Additional LC Issuer”); provided that any Facility each Increasing LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, Issuer and each Additional LC Issuer shall be subject to the next succeeding proviso, may extend beyond approval of the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuers hereby agree Issuer to issue increase its Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination DateLC Commitment.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed $325,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed (x) $225,000,000, with respect to JPMorgan Chase Bank, N.A., (y) $100,000,000, with respect to each of Barclays Bank PLC and Union Bank, N.A. and (z) $104,126,388.90, with respect to Xxxxx Fargo Bank, National Association and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for time drafts. Notwithstanding the renewal thereof foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary all purposes of the Facility Termination DateCredit Documents.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Available Aggregate Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed $50,000,000, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed (x) $50,000,000, with respect to each of Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Union Bank, N.A. and (y) $2,697,431, with respect to Xxxxx Fargo Bank, National Association and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for time drafts. Notwithstanding the renewal thereof foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary all purposes of the Facility Termination DateCredit Documents.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Available Aggregate Commitment. No , (ii) immediately after each such Facility LC is issued or Modified, the amount of the LC Obligations exceed $50,000,000 (the “Overall LC Sublimit”), (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed $25,000,000, as such amount may be increased or decreased from time to time with the written consent of the Company, the Agent and each LC Issuer (subject at all times to the Overall LC Sublimit, provided that any increase in such amount with respect to any LC Issuer, and any subsequent decrease in such amount to an amount equal to $25,000,000 or more, shall only require the consent of the Company and such LC Issuer) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for time drafts. Notwithstanding the renewal thereof foregoing, the letters of credit identified on Schedule 3.1 (the “Existing LCs”) shall be deemed to be “Facility LCs” issued on the Closing Date for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary all purposes of the Facility Termination DateCredit Documents.

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility "FACILITY LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify"MODIFY,” " and each such action, action a “Modification”"MODIFICATION"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Revolving Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 5,000,000 and (ii) the Aggregate Outstanding Credit Exposure (excluding Term Loans) shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year eighteen months after its issuance; provided that any Facility LC with a onean eighteen-year month tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.112.19.11, on or before the 10th day prior to the Revolving Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs LC's with (or to Modify Facility LCs LC's to have) an expiry date on or after the Revolving Facility Termination Date but not later than the twelve-month anniversary of the Revolving Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit and, to the extent agreed to by any applicable LC Issuer, direct-pay letters of credit, denominated in Dollars U.S. dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided provided, however, that in no event shall (i) immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Available Commitment. No , (ii) immediately after each such Facility LC shall is issued or Modified, the amount of the LC Obligations exceed the Facility LC Sublimit, (iii) immediately after each such Facility LC is issued or Modified, the LC Obligations in respect of all Facility LCs issued by any LC Issuer exceed such LC Issuer’s Facility LC Commitment, as such amount may be increased or decreased from time to time if agreed to by Amended and Restated Revolving Credit Agreement The Bank of Nova Scotia/Consumers Energy such LC Issuer and the Company with notice thereof to the Agent (subject at all times to the Facility LC Sublimit) and (iv) a Facility LC (x) be issued later than 30 days prior to the scheduled Termination Date, (y) have an expiry date later than the earlier of (x1) the date one year after the date of the issuance of such Facility LC (or, in the case of any renewal or extension thereof, one year after such renewal or extension and provided that such Facility LC may contain customary “evergreen” provisions pursuant to which the expiry date is automatically extended by a specific time period unless such LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time period prior to the expiry date then in effect) and (2) the fifth Business Day prior to the Facility scheduled Termination Date and or (yz) provide for time drafts. The Company may from time to time request to increase the Facility LC Sublimit so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000, which increase, in the sole discretion of the applicable LC Issuer, may be provided by one year after or more LC Issuers (each LC Issuer so agreeing to an increase in its issuanceFacility LC Commitment, an “Increasing LC Issuer”), or by one or more other Banks that wish to become an LC Issuer (each such Bank, an “Additional LC Issuer”); provided that any Facility each Increasing LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, Issuer and each Additional LC Issuer shall be subject to the next succeeding proviso, may extend beyond approval of the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request Company and the Agent. Nothing contained in this Section 3.1 shall constitute or otherwise be deemed to be a commitment on the part of any LC Issuers hereby agree Issuer to issue increase its Facility LCs with LC Commitment. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.1 (or the “Existing LCs”) shall be deemed to Modify be “Facility LCs to have) an expiry date LCs” issued on or after the Facility Termination Closing Date but not later than the twelve-month anniversary for all purposes of the Facility Termination DateCredit Documents.

Issuance. The LC Issuers Issuer hereby agreeagreesmay elect in its sole discretion, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the BorrowerCompany; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 10,000,000, (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments. No No; provided, that there shall not be more than a total of twenty (20) Facility LCs outstanding. Each Facility LC shall have an expiry date later than expiryexpire (or be subject to termination or non-renewal by notice from the LC Issuer to the beneficiary thereof) at or prior to the close of business on the earlier of (xi) the fifth date later than one year after the date of the issuance of such Facility LC (or, in the case of any extension of the expiration date thereof, including, without limitation, any automatic renewal provision, one year after such extension) and (ii) the date that is five Business Day Days prior to the Facility Termination Date and (yor such later date as the LC Issuer may agree in its sole discretion); provided, that, (i) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the an expiration date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to later than the Facility Termination Date the Borrower may request and shall be issued solely at the LC Issuers hereby agree Issuer’s discretion and no LC Issuer shall have any obligation to issue a Facility LCs LC with an expiration date beyond the Facility Termination Date, and (or to Modify ii) any Facility LCs to have) an expiry date on or LC that remains outstanding after the Facility Termination Date but not later than the twelve-month anniversary shall be cash collateralized by an amount equal to 105% of the LC Obligations, which amount shall be held in the Facility Termination LC Collateral Account. Notwithstanding anything herein to the contrary and without limiting the LC Issuer’s determination in its discretion as to whether it will issue any Facility LC, the LC Issuer shall have no obligation hereunder to issue, and shall not issue, any Facility LC (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the LC Issuer from issuing such Facility LC, or any Requirement of Law relating to the LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the LC Issuer shall prohibit, or request that the LC Issuer refrain from, the issuance of letters of credit generally or such Facility LC in particular or shall impose upon the LC Issuer with respect to such Facility LC any restriction, reserve or capital requirement (for which the LC Issuer is not otherwise compensated hereunder) not in effect on the Third Amendment Effective Date, or shall impose upon the LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Third Amendment Effective Date and which the LC Issuer in good xxxxx xxxxx material to it, or (iii) if the issuance of such Facility LC would violate one or more policies of the LC Issuer applicable to letters of credit generally; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Third Amendment Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue (or continue) standby letters and commercial Letters of credit Credit denominated in Dollars (each, together with each letter of credit including without limitation any and all Existing Facility LCs issued or deemed to be issued pursuant to under the Existing Credit Agreement and outstanding on the Restatement Effective DateAgreement, each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate Dollar amount of the outstanding LC Obligations shall not exceed $90,000,000 15,000,000 and (ii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the lesser of the Aggregate CommitmentRevolving Commitment and the Borrowing Base. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC. The Borrower, the Lenders and the LC Issuer each hereby agree and acknowledge that all “Letters of Credit” (as defined in the Existing Credit Agreement) issued under the Existing Credit Agreement and outstanding on the Restatement Date shall be deemed to be Letters of Credit issued under, and subject to the terms and conditions of this Agreement.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars U.S. dollars for the account of the Borrower and for the benefit of the Borrower or any Subsidiary of the Borrower (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” ”, and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations plus the aggregate amount, if any, by which the stated amount of all outstanding Facility LCs may by their terms or the terms of any Facility LC Applications be automatically increased shall not exceed $90,000,000 and 500,000,000 (the “LC Commitment”), (ii) the Aggregate Outstanding Credit Exposure Exposures shall not exceed the Aggregate Commitmentaggregate of all the Commitments and (iii) the aggregate stated amount of all outstanding Facility LCs issued by such LC Issuer shall not exceed $50,000,000, as such amount may be increased or decreased from time to time with the written consent of the Borrower, the Agent and each LC Issuer (provided that any increase in such amount with respect to any LC Issuer shall only require the consent of the Borrower and such LC Issuer). No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor term may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to referenced in clause (x) above); provided, however, that, subject . Subject to the terms and conditions hereof (other than the notice required pursuant to Section 2.16(c) below, which shall be deemed satisfied by the attached Schedule II), from and after the Effective Date, each of Section 2.20.11the letters of credit identified in Schedule II hereto (the “Existing Letters of Credit”) and issued for the account of the Borrower or for the account of any Subsidiary of the Borrower shall be deemed to be Facility LCs issued pursuant to this Agreement, on or before the 10th day prior and any reference in this Agreement to the “issuance” of a Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or “issue” or other references to Modify Facility LCs to haveforms of such verb in this context) an expiry date on or after shall include the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Datedeemed issuance provided hereby.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, within the limits of its LC Issuer’s LC Limit and on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate maximum amount then available for drawing under Facility LCs issued by such LC Issuer shall not exceed its LC Issuer’s LC Limit, (ii) the aggregate Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 and the Facility LC Sublimit, (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (iv) the aggregate amount of all Borrowing Base Debt shall not exceed the Borrowing Base determined as of the most recent Inventory Valuation Date. No Facility LC shall have an expiry date later than the earlier fifth Business Day prior to the Facility Termination Date; provided, however, that the expiry date of a Facility LC may be up to one (x1) year later than the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any if the Borrower has Cash Collateralized such Facility LC in accordance with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) aboveSection 2.19(l); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, action a “"Modification”"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, : (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 20,000,000, and (ii) the Aggregate Outstanding Credit Exposure Borrower shall not exceed be in compliance with the Aggregate Commitmentlimitations of Section 2.1. No Facility LC shall have an expiry date later than the earlier of (xa) the first anniversary of the issuance date thereof (or such longer period as may be approved by the Administrative Agent) and (b) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuanceDate; provided provided, however, that any Facility LC with a one-year tenor may an expiry date complying with the limitation of subsection (a) may, subject to the limitation of subsection (b) above, provide for the automatic renewal thereof for additional one year periods (which, subject or such longer period as may be approved by the Administrative Agent). From and after the Effective Date each Existing Letters of Credit shall automatically be deemed to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms constitute a "Facility LC" for all purposes of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request this Agreement and the LC Issuers hereby agree to issue other Loan Documents, including, without limitation, for purposes of determining the availability of new Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary hereunder, and each of the Facility Termination Lenders shall automatically be deemed to have purchased an undivided participation therein pursuant to Section 2.18.2 on and as of the Effective Date.

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter the letters of credit deemed issued or deemed to be issued by the LC Issuers hereunder pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateSection 2.20.1(b), a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, a “"Modification”"), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Termination Date upon the request of the Borrower; provided PROVIDED that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided PROVIDED that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause CLAUSE (x) above); providedPROVIDED, howeverHOWEVER, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby and performance letters of credit in Dollars (each, together with each letter the letters of credit deemed issued or deemed to be issued by the LC Issuers hereunder pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective DateSection 2.21.1(ii), a “Facility "FACILITY LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify"MODIFY,” " and each such action, action a “Modification”"MODIFICATION"), from time to time from and including the Restatement Effective Closing Date and prior to the Facility Revolving Loan Termination Date upon the request of the any Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 75,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Any Facility LC (x) may contain customary "evergreen" provisions pursuant to which the expiry date is automatically extended for a specific time period unless the LC Issuer gives notice to the beneficiary of such Facility LC at least a specified time prior to the expiry date then in effect and/or (y) may have an expiration date more than one year from the date of issuance if required under related industrial revenue bond documents and agreed to by the LC Issuer; provided that no Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month first anniversary of the Facility then effective Revolving Loan Termination Date.

Issuance. The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility "FACILITY LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify"MODIFY,” " and each such action, action a “Modification”"MODIFICATION"), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Revolving Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 5,000,000 and (ii) the Aggregate Outstanding Credit Exposure (excluding Term Loans) shall not exceed the Aggregate Commitment, provided, further, that at no time shall the Aggregate Outstanding Credit Exposure exceed the Borrowing Base. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Revolving Facility Termination Date and (y) one year eighteen months after its issuance; provided that any Facility LC with a onean eighteen-year month tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.112.19.11, on or before the 10th day prior to the Revolving Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs LC's with (or to Modify Facility LCs LC's to have) an expiry date on or after the Revolving Facility Termination Date but not later than the twelve-month anniversary of the Revolving Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters Letters of credit Credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by such LC Issuer (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Revolving Loan Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 50,000,000; (ii) the aggregate outstanding LC Obligations with respect to all Facility LCs issued by any LC Issuer shall not exceed the lesser of (A) $25,000,000 (or such greater amount as the applicable LC Issuer shall agree) and (B) the Revolving Commitment of such LC Issuer, and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentRevolving Commitments. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Revolving Loan Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the fifth Business Day prior to the terms of Section 2.20.11, Revolving Loan Termination Date if the Borrower has posted on or before the 10th day fifth Business Day prior to the Facility Revolving Loan Termination Date cash collateral in the Borrower may request and Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 105% of the LC Issuers hereby agree Obligations with respect to issue such Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination DateLC.

Issuance. The LC Issuers parties hereto acknowledge that on and after the Original Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement and the applicable Issuer LC Agreement, if any, to issue standby letters Financial Letters of credit in Dollars Credit and Performance Letters of Credit (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Original Effective Date and prior to the Facility fifteenth Business Day prior to the 2012 Termination Date upon the request of the Borrower; provided that subject to the conditions that, immediately after each such Facility LC is issued or Modified and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date on which each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate CommitmentCommitment and (ii) (x) at no time prior to the 2010 Termination Date may the sum of the aggregate undrawn stated amount of all outstanding Facility LCs that expire after the fifth Business Day prior to the 2010 Termination Date plus the aggregate amount of the 2011 Lenders’ and 2012 Lenders’ Pro Rata Shares of all Loans (including Swing Line Loans) exceed the aggregate amount of the Commitments of all of the 2011 Lenders and 2012 Lenders and (y) at no time prior to the 2011 Termination Date may the sum of the aggregate undrawn stated amount of all outstanding Facility LCs that expire after the fifth Business Day prior to the 2011 Termination Date plus the aggregate amount of the 2012 Lenders’ Pro Rata Shares of all Loans (including Swing Line Loans) exceed the aggregate amount of the Commitments of all of the 2012 Lenders. No Facility LC issued on or after the Original Effective Date shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility 2012 Termination Date.

Issuance. The LC Issuers parties hereto acknowledge that on and after the Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters Financial Letters of credit in Dollars Credit and Performance Letters of Credit (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “"Facility LC”") and to renew, extend, increase, decrease or otherwise modify each Facility LC (“"Modify,” " and each such action, action a “"Modification”"), from time to time from and including the Restatement Effective Date and prior to fifteenth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount Dollar Amount of the outstanding LC Obligations shall not exceed $90,000,000 the Aggregate Facility LC Commitment and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of (A) the Aggregate CommitmentCommitment and (B) the Borrowing Base. No Facility LC issued on or after the -33- Effective Date shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one one-year periods (which, subject to the next succeeding proviso, may which shall in no event extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date).

Issuance. The LC Issuers parties hereto acknowledge that on and after the Effective Date the Existing Facility LCs shall be Facility LCs issued by an Issuer pursuant to this Agreement. Facility LCs issued hereunder may be issued in any Agreed Currency. Each Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement and the applicable Issuer LC Agreement, if any, to issue standby letters Financial Letters of credit in Dollars Credit and Performance Letters of Credit (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the fifteenth Business Day prior to the Facility Termination Date upon the request of the Borrower; provided that subject to the conditions that, immediately after each such Facility LC is issued or Modified and after giving effect to any reductions or increases in Commitments and Outstanding Credit Exposures scheduled to occur on the date on which each such Facility LC is issued or Modified, (i) the aggregate outstanding principal amount of the Loans plus the aggregate Dollar Amount of the outstanding Financial LC Obligations shall not exceed the Aggregate Revolving Loan Commitment, (ii) the aggregate Dollar Amount of outstanding LC Obligations shall not exceed $90,000,000 the Aggregate Facility LC Commitment and (iiiii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC issued on or after the Effective Date shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit denominated in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by such LC Issuer (“Modify,” and each such action, action a “Modification”), from time to time from and including the Restatement Effective Date date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 0; (ii) the aggregate outstanding LC Obligations with respect to all Facility LCs issued by any LC Issuer shall not exceed the lesser of (A) $0 (or such greater amount as the applicable LC Issuer shall agree) and (B) the Commitment of such LC Issuer, and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate CommitmentCommitments. No Facility LC shall have an expiry date later than the earlier to occur of (x) the fifth Business Day prior to the Facility Termination Date and (y) one (1) year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided, however, that, subject that the expiry date of a Facility LC may be up to one (1) year later than the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date if the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date has posted on or after before the fifth Business Day prior to the Facility Termination Date but not later than cash collateral in the twelve-month anniversary Facility LC Collateral Account on terms reasonably satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility Termination DateLC.

Issuance. The Each LC Issuers Issuer hereby agreeagrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of credit denominated in Dollars any Agreed Currency (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each any Facility LC issued by it (“Modify,” and each such action, action a “Modification”), from time to time from and (including on the Restatement Effective Date and Date) prior to the Facility Termination Date Date, upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (ia) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and 600,000,000, (iib) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (c) the aggregate amount of the outstanding LC Obligations of any LC Issuer shall not exceed its LC Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide contain an “evergreen” provision providing for automatic renewal of such Facility LC absent advance notice by the renewal thereof Borrower or the applicable LC Issuer for additional periods up to one year periods unless (which, subject A) prior to the next succeeding proviso, may date specified in such Facility LC the beneficiary thereof receives notice from the LC Issuer (or the beneficiary and the LC Issuer receive notice from the Agent) that such Facility LC shall not be renewed or (B) the new expiry day of such Facility LC would extend beyond the date referred to in clause (x) above); provided, however, that, subject to the terms of Section 2.20.11, on or before the 10th day fifth Business Day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.