Common use of LC Commitment Clause in Contracts

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Alternative Currency Revolving Lenders set forth in Section 2.22(c)3.4, agrees to issue letters of credit denominated in Dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Alternative Currency Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided shall (i) be denominated in Section 2.22(a)(iiDollars and (ii) below, expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five fifteen Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date, Date applicable thereto); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivb) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant Alternative Currency Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

LC Commitment. (i) Subject to the terms and conditions hereofset forth herein, the (A) each Issuing BankBank agrees, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in Section 2.22(c)this Section, agrees (1) from time to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) time on any Business Day during the Revolving Availability Period Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in such form as may be approved from time to time by the Issuing BankLetters of Credit and any drawings thereunder; provided that the no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Maximum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit shall be deemed to have no been issued pursuant hereto as of the Original Closing Date, and from and after the Original Closing Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Letters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof. (ii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Governmental Requirement applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and an Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Lender’s LC Exposure pursuant to Section 2.14(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion), with the Parent Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.14(a)(iv)) with respect to such issuanceLender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; and (xG) in the case of a Letter of Credit with an LC Obligations would exceed Expiration Date later than the LC CommitmentFirst Revolving Credit Termination Date, (y) the aggregate amount all of the Available Revolving Commitments would Credit Lenders under the First Maturing Revolving Credit Loans have not affirmatively consented to the issuance of such Letter of Credit in writing to the applicable Issuing Bank. (iii) No Issuing Bank shall be less than zero under any obligation to amend or extend any Letter of Credit if (zA) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed have no obligation at such time to issue the Letter of Credit in its Revolving Commitment. amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. (iv) Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, shall expire no later than at or prior to the close of business on the earlier of (A) the first anniversary of its date twelve months after the date of issuance of such Letter of Credit (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the then current expiration date of such Letter of Credit) and (B) the date that is five Business Days prior LC Expiration Date; provided that, if requested by the Parent Borrower and acceptable to the Revolving Maturity Dateapplicable Issuing Bank, provided that any a Letter of Credit with a one-year term may provide for be issued by such Issuing Bank containing an expiry date of more than twelve months after the renewal thereof for additional one-year periods date of issuance (which shall but in no event extend beyond later than the date referred to specified in clause (B) above). (ii) If requested , if the same is not objected to in writing by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Majority Revolving Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior Lenders to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds Administrative Agent within five Business Days following receipt of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate notice thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c)3.4, agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided shall (i) be denominated in Section 2.22(a)(iiDollars and (ii) below, expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five fifteen Business Days prior to the Revolving Maturity Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivb) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Lenders Applicable Participants set forth in Section 2.22(c)3.4, agrees to issue letters of credit (x) denominated in Dollars, in the case of Dollar Letters of Credit or (y) denominated in Dollars or in any other Alternative Currency, in the case of Alternative Currency Letters of Credit (collectively, “Letters of Credit”) ), in each case for the account of the Borrower (or for the account of any a Restricted Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, shall expire no later than the earlier of (A) the first anniversary of its date of issuance or last renewal (unless otherwise agreed by the relevant Issuing Lender) and (B) no Letter of Credit shall expire following the date that is five Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date, provided that any Date applicable thereto) (the “Letter of Credit with Facility Expiration Date”), unless the relevant Issuing Lender has approved a one-year term may provide for the renewal thereof for additional one-year periods later expiry date (which approval may be subject to such Letter of Credit being cash collateralized or otherwise backstopped pursuant to arrangements acceptable to such Issuing Lender) (it being understood that the participations of the Applicable Participants in any undrawn Letter of Credit shall in no any event extend beyond terminate on the date referred to in clause (B) aboveLetter of Credit Facility Expiration Date). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivb) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Applicable Participant to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Lenders Applicable Participants set forth in Section 2.22(c)3.4, agrees to issue letters of credit (x) denominated in Dollars, in the case of Dollar Letters of Credit or (y) denominated in Dollars or in any other Alternative Currency, in the case of Alternative Currency Letters of Credit (collectively, “Letters of Credit”) ), in each case for the account of the Borrower (or for the account of any a Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, shall expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five fifteen Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date, Date applicable thereto); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivb) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Applicable Participant to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit.

LC Commitment. Administrative Agent, in its capacity as Issuer, commits to issue for the account of Borrower, standby letters of credit (each a “Standby LC”) and commercial (documentary) letters of credit (each a “Commercial LC”; Standby LCs and Commercial LCs are sometimes referred to herein collectively as “LCs” and individually as an “LC:”) from time to time, during the period commencing on the Effective Date and ending on the Revolver Maturity Date, as requested by Borrower in writing, but only in connection with transactions satisfactory to Administrative Agent and only if the LC Exposure will not as a result of such issuance exceed the lesser of (i) Subject $10,000,000 and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Commitment and the Borrowing Base, and (b) the Aggregate Revolving Loan plus the Swingline Loan (the “LC Commitment”). The expiration date of any LC will not be more than one year after its issuance date and in no event will be later than the Revolver Maturity Date. Immediately upon the issuance by Issuer of an LC in accordance with the terms and conditions hereofof this Agreement, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) Issuer shall be deemed to apply have sold and transferred to each Lender, and each such Lender shall be construed deemed to have purchased and received from Issuer, a pro rata undivided interest and participation in such that LC, the reimbursement obligation is of Borrower with respect thereto and any guaranty thereof or Collateral therefor, based upon such Lender’s pro rata share of the Aggregate Revolving Commitment as provided in Exhibit 3. The obligation of Borrower to provide cash collateral in accordance reimburse Lenders with the requirements of Section 2.22(h). (iii) The Revolving Commitments for all drawings under LCs shall be evidenced by Issuer’s standard reimbursement agreement for LCs, which Borrower shall grant to execute for each LC; provided, however, if there is any conflict between the Administrative Agent for terms of any such reimbursement agreement and this Agreement, the benefit terms of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral this Agreement shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrowercontrol. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. Subject to the terms and conditions of this Agreement and Applicable Law, (1) LC Issuer agrees, in reliance upon the agreement of the other Lenders in this Section 2.3, from time to time on any Business Day during the period from the Effective Date until the LC Expiration Date, to issue LCs for the account of Borrower or its Subsidiaries and to amend or extend LCs previously issued by it, upon Borrower’s application therefor (denominated in Dollars) by delivering to LC Issuer (with a copy to Administrative Agent) a properly completed LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time two Business Days (or such later time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion) before such LC is to be issued or amended and (2) Lenders agree to participate in LCs issued for the account of Borrower and its Subsidiaries and any drawings thereunder; provided that, (i) Subject on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the LC Exposure shall never exceed the LC Commitment then in effect, (iii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, each Lender’s Commitment Percentage of the Commitment Usage (including such Lender’s participations in any Swing Line Loans or any LC Exposure) shall not exceed such Lender’s Commitment; (iv) at the time of issuance or amendment of such LC, no Default or Event of Default shall have occurred and be continuing, (v) each LC must expire no later than the earlier of the LC Expiration Date or one year from its issuance; and (vi) LC Issuer shall not have received notice from any Lender, Administrative Agent, Borrower or any Subsidiary, at least one Business Day prior to the requested date of issuance or amendment of the applicable LC, that one or more applicable conditions contained in Section 5 shall not then be satisfied, provided further that, (x) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such LC would violate one or more policies of LC Issuer; or (C) a default of any Lender’s obligations to fund under Section 2.3(f) exists or any Lender is at such time a Defaulting Lender hereunder, unless LC Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate LC Issuer’s risk with respect to such Lender; and (y) LC Issuer shall be under no obligation to amend any LC if (A) LC Issuer would have no obligation at such time to issue such LC in its amended form under the terms hereof, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue an LC for the account of Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Promptly after its delivery of any LC or any amendment to an LC to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such LC or amendment. Borrower shall promptly examine a copy of each LC and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. Borrower shall be conclusively deemed to have waived any such claim against LC Issuer and its correspondents unless such notice is given as aforesaid. Within the foregoing limits, and subject to the terms and conditions hereof, the Issuing BankBorrower’s ability to obtain LCs shall be fully revolving; accordingly, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c)Borrower may, agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity LC Expiration Date, provided obtain LCs to replace LCs that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower have expired or that have been drawn upon and if the Issuing Bank agrees, the Issuing Bank may issue one or more reimbursed. All Existing Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply have been issued pursuant hereto, and from and after the Effective Date shall be construed such that subject to and governed by the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h)terms and conditions hereof. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 2.22(c), subsection 2.6(a) agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments Credit Commitment would be less than zero or zero. (zb) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, except as provided contingent or otherwise (a "Standby Letter of Credit"), or (2) a commercial letter of credit issued in Section 2.22(a)(iirespect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"); (ii) belowexpire no later than the Revolving Credit Termination Date; and (iii) unless otherwise agreed to by the Agent, expire no later than 365 days after the earlier of (A) the first anniversary of its date of issuance in the case of Standby Letters of Credit, and (B) 180 days after the date that is five Business Days prior to of issuance in the Revolving Maturity Date, provided that any Letter case of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above)Commercial Letters of Credit. (iic) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Each Letter of Credit shall automatically be deemed subject to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h)Uniform Customs. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivd) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Lenders LC Participants, as set forth in Section 2.22(c3.4(a), agrees to issue issue, on any Business Day during the Revolving Commitment Period, letters of credit (“"Letters of Credit”") for the account of the Borrower (or for including the account of any Subsidiary so long as the Borrower acting on behalf of any of its Subsidiaries) and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided shall (i) be denominated in Section 2.22(a)(iiDollars and (ii) below, expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five Business Days prior to the Revolving Maturity Scheduled Commitment Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above). (iib) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Each Letter of Credit shall automatically be deemed subject to be drawn in full on such date and the reimbursement obligations Uniform Customs and, to the extent not inconsistent therewith, the laws of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements State of Section 2.22(h)New York. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivc) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereofset forth herein, the (A) each Issuing BankBank agrees, in reliance on upon the agreements of the other Revolving Credit Lenders set forth in Section 2.22(c)this Section, agrees (1) from time to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) time on any Business Day during the Revolving Availability Period Period, to issue Letters of Credit for the account of the Borrowers or any other Restricted Subsidiary (provided that the Borrowers hereby irrevocably agree to be bound jointly and severally to reimburse the applicable Issuing Bank for amounts drawn on any Letter of Credit issued for the account of any other Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders sever- ally agree to participate in such form as may be approved from time to time by the Issuing BankLetters of Credit and any drawings thereunder; provided that the no Issuing Bank shall be obligated to make any LC Credit Extension, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit, if, as of the date of such LC Credit Extension, (w) the sum of the outstanding Revolving Credit Loans of all Revolving Credit Lenders, plus all such Lenders’ LC Exposure, plus the aggregate principal amount of Swingline Loans outstanding would exceed the Aggregate Maximum Revolving Credit Amounts, (x) the sum of the outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the outstanding Swingline Loans would exceed such Lender’s Max- imum Revolving Credit Amount, (y) the total LC Exposure would exceed their LC Commitment or (z) such Issuing Bank’s LC Exposure would exceed its LC Commitment Amount. All Existing Letters of Credit shall be deemed to have no been issued pursuant hereto as of the Original Closing Date, and from and after the Original Closing Date shall be subject to and governed by the terms and conditions set forth herein. Letters of Credit shall constitute utilization of the Revolving Credit Commitments. All Borrowers shall be jointly and severally liable as borrowers for all Let- ters of Credit and related Obligations regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof. (ii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Governmental Requirement applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, re- serve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and an Issuing Bank, such Letter of Credit is in an initial stated amount less than $10,000; (D) such Letter of Credit is to be denominated in a currency other than Dollars; (E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; (F) any Revolving Credit Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Lender’s LC Exposure pursuant to Sec- tion 2.14(a)(iv) or the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion), with the Parent Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Ex- posure (after giving effect to Section 2.14(a)(iv)) with respect to such issuanceLender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Is- suing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; and (xG) in the case of a Letter of Credit with an LC Obligations would exceed Expiration Date later than the LC CommitmentFirst Revolving Credit Termination Date, (y) the aggregate amount all of the Available Revolving Commitments would Credit Lenders under the First Maturing Revolving Credit Loans have not affirmatively consented to the issuance of such Letter of Credit in writing to the applicable Issuing Bank. (iii) No Issuing Bank shall be less than zero under any obligation to amend or extend any Letter of Credit if (zA) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed have no obligation at such time to issue the Letter of Credit in its Revolving Commitment. amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment thereto. (iv) Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, shall expire no later than at or prior to the close of business on the earlier of (A) the first anniversary of its date twelve months after the date of issuance of such Letter of Credit (or, in the case of any Auto-Renewal Letter of Credit, twelve months after the then current expiration date of such Letter of Credit) and (B) the date that is five Business Days prior LC Expiration Date; provided that, if requested by the Parent Borrower and acceptable to the Revolving Maturity Dateapplicable Issuing Bank, provided that any a Letter of Credit with a one-year term may provide for be issued by such Issuing Bank containing an expiry date of more than twelve months after the renewal thereof for additional one-year periods date of issuance (which shall but in no event extend beyond later than the date referred to specified in clause (B) above). (ii) If requested , if the same is not objected to in writing by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Majority Revolving Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior Lenders to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds Administrative Agent within five Business Days following receipt of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate notice thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue standby letters of credit denominated in dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E9.04(b)(i)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. Jefferies Finance LLC (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding LC Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue standby letters of credit denominated in dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E9.04(b)(i)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. Jefferies Finance LLC (or any affiliate thereof) (the “▇L▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding LC Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Alternative Currency Revolving Lenders set forth in Section 2.22(c)3.4, agrees to issue letters of credit denominated in Dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any a Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Alternative Currency Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitmentzero. Each Letter of Credit shall, except as provided shall (i) be denominated in Section 2.22(a)(iiDollars and (ii) below, expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five fifteen Business Days prior to the Revolving Termination Date (or with respect to any Letters of Credit outstanding with respect to an Extended Revolving Commitment, the Maturity Date, Date applicable thereto); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivb) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant Alternative Currency Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit.

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue standby letters of credit denominated in dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E9.04(b)(i)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (iii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iiiii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. Jefferies Finance LLC (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding LC Obligations at such time and the balance shall be distributed to the Borrower. (iviii) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. Subject to the terms and conditions set out in this Agreement, Lender agrees, (i1) Subject from time to time on any Business Day during the period from December 21, 2004 until the LC Termination Date, to issue LCs for the account of Borrower, and to amend or renew LCs previously issued by it, in accordance with Section 2.C(ii) below, and (2) to honor drafts under the LCs; provided that, Lender shall not be obligated to make any LC Credit Extension with respect to any LC, if, as of the date of and after giving effect to such LC Credit Extension, the amount of such LC Credit Extension would exceed the available amount under the Revolving Note line. Within the foregoing limits, and subject to the terms and conditions hereof, the Issuing BankBorrower's ability to obtain LCs shall be fully revolving, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of and accordingly the Borrower (may, prior to the LC Termination Date, obtain LCs to replace LCs that have expired or for the account of any Subsidiary so long as the Borrower that have been drawn upon and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may reimbursed. Lender shall be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have under no obligation to issue any Letter of Credit LC if, after giving effect to such issuance, (x) : the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure expiry date of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that LC would occur after the fifth LC Termination Date, unless Lender has approved such expiry date; the issuance of such LC would violate one or more policies of Lender; or such LC is denominated in a currency other than U.S. Dollars. Lender shall be under no obligation to amend any LC if (5th1) Business Day prior Lender would have no obligation at such time to issue such LC in its amended form under the terms of this Agreement, or (2) the beneficiary of such LC does not accept the proposed amendment to such LC. Drawings and Reimbursements. Upon receipt from the beneficiary of any LC of any notice of a drawing under such LC, Lender shall notify Borrower thereof. Not later than 11:00 a.m. on the date of any payment by Lender under an LC (each such date, an "Honor Date"), Borrower shall reimburse Lender in an amount equal to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h)amount of such drawing. If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h)so reimburse Lender by such time, each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply have requested a loan under the Revolving Note to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the "Unreimbursed Amount"). Any notice given by Lender pursuant to this Section 2.C(ii) may be given by telephone if immediately confirmed in writing; provided that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. With respect to any Unreimbursed Amount that is not fully refinanced by a loan under the Revolving Note because the conditions to a loan under the Revolving Note cannot be satisfied under this Agreement or related Loan Documents or for any other reason, Borrower shall be deemed to have incurred from Lender an LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall be construed such that bear interest at the reimbursement obligation is to provide cash collateral Default Rate (as defined in accordance with the requirements of Section 2.22(hRevolving Note). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, (yii) the Aggregate Outstanding Credit would exceed the Borrowing Base, or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or zero. (zb) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shallshall (i) be denominated in Dollars, except as provided in Section 2.22(a)(ii(ii) belowhave a face amount of at least $250,000 (unless otherwise agreed by the Issuing Bank), and (iii) expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five Business Days prior to one (1) year after the Revolving Maturity Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above); provided, further, that any Letter of Credit that expires after the Termination Date shall be Cash Collateralized at all times. (iic) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth may be either standby letters of credit or commercial letters of credit. (5thd) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Each Letter of Credit shall automatically be deemed subject to be drawn in full on such date and ISP98 or the reimbursement obligations Uniform Customs and, to the extent not inconsistent therewith, the laws of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements State of Section 2.22(h)Ohio. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ive) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if if: (i) the issuance of such issuance Letter of Credit would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank; or (iv) any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Bank’s risk with respect to such Lender. (f) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX or Section 10.05(c) with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” or “Agent” as used in Article IX or Section 10.05(c) included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank. (g) References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the content otherwise requires.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing BankLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), subsection 2.7(a) agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Credit Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the Issuing Bank Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, Commitment or (yii) the aggregate amount of the Available Revolving Commitments Credit Commitment would be less than zero or zero. (zb) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, except as provided contingent or otherwise (a "Standby Letter of Credit"), or (2) a commercial letter of credit issued in Section 2.22(a)(iirespect of the purchase of goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"); (ii) belowexpire no later than the Termination Date and (iii) unless otherwise agreed to by the Agent, expire no later than 365 days after the earlier of (A) the first anniversary of its date of issuance in the case of Standby Letters of Credit, and (B) 180 days after the date that is five Business Days prior to of issuance in the Revolving Maturity Date, provided that any Letter case of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above)Commercial Letters of Credit. (iic) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Each Letter of Credit shall automatically be deemed subject to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h)Uniform Customs. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ivd) The Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank Lender or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Primary Revolving Facility Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the each Issuing Bank, in reliance on (among other things) the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue standby letters of credit denominated in dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the such Issuing Bank; provided that the such Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (x) the LC Obligations would exceed the LC Commitment, aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Available Revolving Commitments would be less than zero or (z) subject Borrower at such time shall not exceed its LC Commitment; provided that, upon the request of the Borrower, any Issuing Bank may agree, in its sole discretion, to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure issue Letters of Credit in excess of such Issuing Bank would Bank’s LC Commitment, and the Revolving Lenders shall be obligated to participate in any such Letter of Credit, so long as the LC Exposure does not exceed the Letter of Credit Sublimit and the aggregate Revolving Exposure of all Lenders does not exceed the total LC Commitments, (ii) the LC Exposure shall not exceed the total LC Commitments, (iii) no Lender’s Revolving Exposure shall exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations except as provided in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(hbelow). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of 102 the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the , (A) each DSR Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), Bank agrees to issue letters a DSR Letter of credit (“Letters of Credit”) Credit for the account of the Borrower on the Term Loan Conversion Date, in the maximum stated amount equal to the DSR LC Commitment of the DSR Issuing Bank issuing such DSR Letter of Credit; (or B) the Decommissioning Issuing Bank agrees to issue the Decommissioning Letter of Credit for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect favor of such Merced County on the Commercial Operation Date under the SCE Power Purchase Agreement, in the maximum stated amount equal to $3,335,742.15; (C) the PPA Issuing Bank agrees to issue the PPA Development Letter of Credit for the account of the Borrower in favor of the Power Purchaser on the Closing Date, in the maximum stated amount equal to $3,240,000.00; and (D) provided the Commercial Operation Date under the SCE Power Purchase Agreement has occurred (or will occur contemporaneously with the issuance of the PPA Performance Letter of Credit) on any Business Day during ), the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the PPA Performance Issuing Bank shall have no obligation agrees to issue any the PPA Performance Letter of Credit if, after giving effect to such issuance, (x) for the LC Obligations would exceed the LC Commitment, (y) the aggregate amount account of the Available Revolving Commitments would be less than zero or Borrower in favor of the Power Purchaser under the SCE Power Purchase Agreement, in the maximum stated amount equal to $38,651,040.00. (zii) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided shall (A) be denominated in Section 2.22(a)(iiDollars and (B) below, expire no later than the earlier of (A1) twelve (12) months from the first anniversary of its date of issuance of such Letter of Credit and (B2) the date that is five (5) Business Days prior to the Revolving Maturity LC Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically provide for renewal for one or more additional 12 month periods (which in no event shall extend beyond the LC Commitment Termination Date). Each Letter of Credit shall provide that the available amount thereunder shall be deemed reduced by each Drawing made by the applicable beneficiary pursuant to be drawn such Letter of Credit (such amount for each such Letter of Credit, as so reduced from time to time, outstanding at any time, the “Available Amount”) subject to Section 2.16(m) in full on such date the case of DSR Letters of Credit. Each Issuing Bank shall promptly notify the Administrative Agent, and the reimbursement obligations Administrative Agent shall promptly notify the Lenders, of any changes in the Available Amount of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such Letter of Credit issued by it or the expiration date of any Letter of Credit; provided, however, that the reimbursement obligation is failure to provide cash collateral in accordance with give such notice, or notice of a Drawing, shall not limit or impair the requirements rights of Section 2.22(h)such Issuing Bank hereunder and under the Loan Documents. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The No Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of LawGovernmental Rule.

LC Commitment. Subject to the terms and conditions of this Agreement and Applicable Law, (1) LC Issuer agrees, in reliance upon the agreement of the other Lenders in this Section 2.3, from time to time on any Business Day during the period from the Effective Date until the LC Expiration Date, to issue LCs for the account of Borrower or its Subsidiaries and to amend or extend LCs previously issued by it, upon Borrower’s application therefor (denominated in Dollars) by delivering to LC Issuer (with a copy to Administrative Agent) a properly completed LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time two Business Days (or such later time as Administrative Agent and LC Issuer may agree in a particular instance in their sole discretion) before such LC is to be issued or amended and (2) Lenders agree to participate in LCs issued for the account of Borrower and its Subsidiaries and any drawings thereunder; provided that, (i) Subject on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the Commitment Usage shall never exceed the aggregate amount of the Commitments then in effect, (ii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, the LC Exposure shall never exceed the LC Commitment then in effect, (iii) on any date of determination and after giving effect to any LC to be issued, amended, or extended on such date, each Lender’s Commitment Percentage of the Commitment Usage (including such Lender’s participations in any Swing Line Loans or any LC Exposure) shall not exceed such Lender’s Commitment; (iv) at the time of issuance or amendment of such LC, no Default or Event of Default shall have occurred and be continuing, (v) each LC must expire no later than the earlier of the LC Expiration Date or one year from its issuance; and (vi) LC Issuer shall not have received notice from any Lender, Administrative Agent, Borrower or any Subsidiary, at least one Business Day prior to the requested date of issuance or amendment of the applicable LC, that one or more applicable conditions contained in Section 5 shall not then be satisfied; provided further that, (x) LC Issuer shall be under no obligation to issue any LC if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain LC Issuer from issuing such LC, or any law applicable to LC Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over LC Issuer shall prohibit, or request that LC Issuer refrain from, the issuance of letters of credit generally or such LC in particular or shall impose upon LC Issuer with respect to such LC any restriction, reserve, or capital requirement (for which LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon LC Issuer any unreimbursed loss, cost, or expense which was not applicable on the Effective Date and which LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such LC would violate one or more policies of LC Issuer; or (C) a default of any Lender’s obligations to fund under Section 2.3(f) exists or any Lender is at such time a Defaulting Lender hereunder, unless LC Issuer has entered into satisfactory arrangements with Borrower or such Lender to eliminate LC Issuer’s risk with respect to such Lender; and (y) LC Issuer shall be under no obligation to amend any LC if (A) LC Issuer would have no obligation at such time to issue such LC in its amended form under the terms hereof, or (B) the beneficiary of such LC does not accept the proposed amendment to such LC. Promptly after receipt of any LC Agreement, LC Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such LC Agreement from Borrower and, if not, LC Issuer will provide Administrative Agent with a copy thereof. Upon receipt by LC Issuer of confirmation from Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, LC Issuer shall, on the requested date, issue an LC for the account of Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with LC Issuer’s usual and customary business practices. Promptly after its delivery of any LC or any amendment to an LC to an advising bank with respect thereto or to the beneficiary thereof, LC Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such LC or amendment. Borrower shall promptly examine a copy of each LC and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify LC Issuer. Borrower shall be conclusively deemed to have waived any such claim against LC Issuer and its correspondents unless such notice is given as aforesaid. Within the foregoing limits, and subject to the terms and conditions hereof, the Issuing BankBorrower’s ability to obtain LCs shall be fully revolving; accordingly, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c)Borrower may, agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity LC Expiration Date, provided obtain LCs to replace LCs that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower have expired or that have been drawn upon and if the Issuing Bank agrees, the Issuing Bank may issue one or more reimbursed. All Existing Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply have been issued pursuant hereto, and from and after the Effective Date shall be construed such that subject to and governed by the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h)terms and conditions hereof. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (i) Subject to the terms and conditions hereof, the each Issuing Bank, in reliance on (among other things) the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue standby letters of credit denominated in dollars (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-co- applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the such Issuing Bank; provided that the such Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) (x) the LC Obligations would exceed the LC Commitment, aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Available Revolving Commitments would be less than zero or (z) subject Borrower at such time shall not exceed its LC Commitment; provided that, upon the request of the Borrower, any Issuing Bank may agree, in its sole discretion, to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure issue Letters of Credit in excess of such Issuing Bank would exceed its Bank’s LC Commitment, and the Revolving Commitment. Each Lenders shall be obligated to participate in any such Letter of Credit shallCredit, except so long as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) LC Exposure does not exceed the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above).Credit (ii) If requested by the Borrower and if the applicable Issuing Bank agrees, the such Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations Exposure in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations Exposure in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank Banks and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. the Administrative Agent (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations LC Exposure at such time and the balance shall be distributed to the Borrower. (iv) The No Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; or (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

LC Commitment. (i%4) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (x) the LC Obligations would exceed the LC Commitment, (y) the aggregate amount of the Available Revolving Commitments would be less than zero or (z) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (iii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically be deemed to be drawn in full on such date and the reimbursement obligations of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iiiii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iviii) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law.

LC Commitment. (ia) Subject to the terms and conditions hereof, the each Issuing BankLender, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c)3.4, agrees to issue letters of credit denominated in Dollars (collectively, “Letters of Credit”) for the account of the Borrower (or for the account of any a Restricted Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing BankLender; provided that the no Issuing Bank Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, (yii) the aggregate amount of the Available Revolving Commitments would be less than zero or (ziii) subject the LC Obligations with respect to Section 9.04(b)(ii)(E), any Issuing Lender would exceed the Applicable Fronting Exposure applicable Specified LC Sublimit of such Issuing Bank would exceed its Revolving CommitmentLender then in effect. Each Letter of Credit shall, except as provided in Section 2.22(a)(ii) below, shall expire no later than the earlier of (A) the first anniversary of its date of issuance and or last renewal (B) the date that is five Business Days prior to the Revolving Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested unless otherwise agreed by the Borrower relevant Issuing Lender) and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding no Letter of Credit shall automatically expire following the Letter of Credit Facility Expiration Date, unless the relevant Issuing Lender has approved a later expiry date (which approval may be deemed subject to be drawn in full on such date and Letter of Credit being cash collateralized or otherwise backstopped pursuant to arrangements acceptable to such Issuing Lender), it being understood that the reimbursement obligations participations of the Borrower set forth Revolving Lenders in Section 2.22(d) any undrawn Letter of Credit shall be deemed to apply and shall be construed such in any event terminate on the Letter of Credit Facility Expiration Date; provided, further, that the reimbursement obligation is to provide cash collateral in accordance with the requirements of Section 2.22(h). (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Collateral Account”). All interest on such cash collateral Senior Funding, Inc. and its Affiliates shall only be paid required to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrowerissue standby Letters of Credit. (ivb) The No Issuing Bank Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Bank Lender or any LC Participant Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control. (c) All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Lender hereunder for any and all drawings under such Letter of Credit.

LC Commitment. (ia) Subject to the terms and conditions hereof, the Issuing Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) on any Business Day during the Revolving Availability Commitment Period in such form as may be approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (xi) the LC Obligations would exceed the LC Commitment, (yii) the Aggregate Outstanding Credit would exceed the Borrowing Base, or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero or zero. The Existing Letter of Credit shall constitute and be treated as a Letter of Credit issued pursuant to this Agreement. (zb) subject to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure of such Issuing Bank would exceed its Revolving Commitment. Each Letter of Credit shallshall (i) be denominated in Dollars, except as provided in Section 2.22(a)(ii(ii) belowhave a face amount of at least $250,000 (unless otherwise agreed by the Issuing Bank), and (iii) expire no later than the earlier of (Ax) the first anniversary of its date of issuance and (By) the date that is five Business Days prior to one (1) year after the Revolving Maturity Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (By) above); provided, further, that any Letter of Credit that expires after the Termination Date shall be Cash Collateralized at all times. (iic) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates that would occur after the fifth may be either standby letters of credit or commercial letters of credit. (5thd) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Each Letter of Credit shall automatically be deemed subject to be drawn in full on such date and ISP98 or the reimbursement obligations Uniform Customs and, to the extent not inconsistent therewith, the laws of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such that the reimbursement obligation is to provide cash collateral in accordance with the requirements State of Section 2.22(h)Ohio. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (ive) The Issuing Bank shall not at any time be obligated to issue any Letter of Credit if if: (i) the issuance of such issuance Letter of Credit would conflict with, or cause the Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good f▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank; or (iv) any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Bank has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Bank’s risk with respect to such Lender. (f) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX or Section 10.05(c) with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the documents associated therewith as fully as if the term “Administrative Agent” or “Agent” as used in Article IX or

LC Commitment. (i) Subject to the terms and conditions hereof, the Issuing Bankincluding Section 3.4, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.22(c), agrees from time to issue letters of credit (“Letters of Credit”) for the account of the Borrower (or for the account of any Subsidiary so long as the Borrower and such Subsidiary are co-applicants in respect of such Letter of Credit) time on any Business Day during the Revolving Availability Period in such form as may be approved period from time the Signing Date until no later than thirty (30) days prior to time by the Issuing Bank; provided that the LC Commitment Termination Date; (A) Each DSR Issuing Bank shall have no obligation agrees to issue any each DSR Letter of Credit iffor each Project, after giving effect for the account of the Borrower, on the date the applicable Project for which such DSR Letter of Credit is being issued reaches COD, in the maximum stated amount equal to such issuance, DSR LC Commitment allocated to such Project set forth on Annex 2 of each DSR Issuing Bank issuing such DSR Letter of Credit; and (xB) the Project LC Obligations would exceed Issuing Bank agrees to issue each Project Letter of Credit for each Project, for the LC Commitment, (y) the aggregate amount account of the Available Revolving Commitments would be less than zero or (z) subject Borrower, as and when requested by the Borrower in the maximum stated amount equal to Section 9.04(b)(ii)(E), the Applicable Fronting Exposure Project LC Commitment allocated to such Project set forth on Annex 2 of such the Project LC Issuing Bank would exceed its Revolving Commitment. issuing such Project LC Letter of Credit. (ii) Each Letter of Credit shall, except as provided shall (A) be denominated in Section 2.22(a)(iiDollars; (B) below, expire no later than the earlier of (A1) twelve (12) months from the first anniversary of its date of issuance of such Letter of Credit and (B2) the date that is five seven (7) Business Days prior to the Revolving Maturity Date, provided that any applicable LC Commitment Termination Date for such Project in respect of which such Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (B) above). (ii) If requested by the Borrower and if the Issuing Bank agrees, the Issuing Bank may issue one or more Letters of Credit hereunder, with expiry dates relates; provided that would occur after the fifth (5th) Business Day prior to the Revolving Maturity Date, based upon the Borrower’s agreement to cash collateralize the LC Obligations in accordance with Section 2.22(h). If the Borrower fails to cash collateralize the outstanding LC Obligations in accordance with the requirements of Section 2.22(h), each outstanding Letter of Credit shall automatically provide for renewal, in the sole discretion of and on terms acceptable to the applicable Issuing Bank. for one (1) or more additional twelve 12 month periods (which in no event shall extend beyond the applicable LC Commitment Termination Date for such Project in respect of which such Letter of Credit relates) and provided that G▇▇▇▇▇▇ S▇▇▇▇ Bank USA shall not be deemed required to have outstanding more than ten (10) Letters of Credit and notwithstanding anything herein to the contrary, shall not be obligated to issue any commercial or trade (as opposed to standby) Letter of Credit and (C) provided that, in respect of each DSR Letter of Credit issued in respect of a Project by each DSR Issuing Bank, the Administrative Agent shall draw on each such DSR Letter of Credit issued for each such Project and available to be drawn on a pro rata basis among all such DSR Letters of Credit that are outstanding for such Project at such time based on the DSR LC Commitment allocated to each such DSR Issuing Bank in full on regards to such date Project. Each Letter of Credit shall provide that the available amount thereunder shall be irrevocably reduced by each Drawing made by the applicable beneficiary pursuant to such Letter of Credit (such amount for each such Letter of Credit, as so reduced from time to time, outstanding at any time, the “Available Amount”), subject to Section 2.16(m) in the case of Letters of Credit issued for subsequent Projects. Each Issuing Bank shall promptly notify the Administrative Agent, and the reimbursement obligations Administrative Agent shall promptly notify the Lenders, of any changes in the Available Amount of the Borrower set forth in Section 2.22(d) shall be deemed to apply and shall be construed such Letter of Credit issued by it or the expiration date of any Letter of Credit; provided, however, that the reimbursement obligation is failure to provide cash collateral in accordance with give such notice, or notice of a Drawing, shall not limit or impair the requirements rights of Section 2.22(h)such Issuing Bank hereunder and under the Loan Documents. (iii) The Borrower shall grant to the Administrative Agent for the benefit of the Issuing Bank and the Lenders, pursuant to a collateral agreement, a security interest in all cash, deposit accounts and all balances therein and all proceeds of the foregoing as required to be deposited pursuant to Section 2.22(a)(ii) or Section 2.22(h). Cash collateral shall be maintained in blocked, interest bearing deposit accounts at JPMorgan Chase Bank, N.A. (or any affiliate thereof) (the “▇▇ ▇▇▇▇ Collateral Account”). All interest on such cash collateral shall be paid to the Borrower upon the Borrower’s request, provided that such interest shall first be applied to all outstanding Obligations at such time and the balance shall be distributed to the Borrower. (iv) The No Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the such Issuing Bank or any LC Participant to exceed any limits imposed by, any applicable Requirement Governmental Rule or if the issuance of Lawsuch Letter of Credit would violate one or more policies of the Issuing Bank now or hereafter applicable to letters of credit generally.