Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other USD Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the any Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, Obligations (y) including the Dollar Equivalent of the L/C Obligations denominated in Optional Currencies) would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitment at such time Credit Commitments in respect of the USD Revolving Credit Facility would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign an Optional Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of date which is five Business Days prior to the Revolving Credit 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 (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided, that each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to issue any commercial letters of credit; provided further that the no Issuing Lender shall have no obligation to issue (and shall not issue) , amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (xi) the Dollar Equivalent aggregate amount of L/C Exposure Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii) the L/C Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yiii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, zero or (ziv) the Issuing Lender has been notified in writing Total Extensions of Credit would exceed the outstanding principal amount of the Senior Bond at least one Business Day prior to the issuance thereof any time (as determined by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such timeDesignated Agent). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Termination Date (such fifth Business Day, the “Letter of Credit Maturity Expiration 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 (y) above”). (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) , amend or extend any Letter of Credit if: hereunder if such issuance, amendment or extension would (i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; , (ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) violate any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall that, by its terms purport terms, purports to enjoin or restrain the such Issuing Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the such Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender. No Issuing Lender shall prohibitbe under any obligation to issue, amend or extend any Letter of Credit that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any request that for the issuance of a Letter of Credit, no Issuing Lender refrain from, the issuance, amendment, renewal shall be required to issue or reinstatement of letters of credit generally or arrange for such Letter of Credit in particular or shall impose upon to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s L/C Obligations with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material have been reallocated and/or cash collateralized pursuant to it;Section 2.20. (iiic) the Issuing Lender has received written notice from any LenderUnless otherwise specified herein, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal amount of a Letter of Credit at any time shall violate any applicable laws or regulations or any applicable policies be deemed to be the stated amount of the Issuing Lender; (v) such Letter of Credit contains in effect at such time; provided, however, that with respect to any provisions providing Letter of Credit that provides for one or more automatic reinstatement of increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after any drawing thereunder;giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (vid) except as otherwise agreed For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the Administrative Agent operation of any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of the Issuing LenderISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed shall be deemed to be issued or such Letter of Credit and all other L/C Exposure as “outstanding” in the amount so remaining available to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionbe drawn.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may reasonably be approved from time to time by the applicable Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent aggregate amount of L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate amount of Available Revolving Commitment at such time L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Borrowing Limit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or Foreign Currency if such lesser amount as agreed to by the Administrative Agent and the applicable Issuing Lender) and ), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the earlier of (xA) twelve (12) or thirteen (13) months (as requested by the first anniversary of its Original Borrower) after the date of issuance or last renewal of such Letter of Credit, and (yB) the Letter fifth (5th) Business Day prior to the Maturity Date and (iv) be subject to ISP98 and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) The New York. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter outstanding Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force context otherwise requires. As of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent issued and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Applicable Issuing Lender Party, in reliance on the agreements of the other Lenders set forth in Sections 3.4(a) and 3.8(b), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Letter Commitment Period (i) in the case of Credit Availability Period Fronted Letters of Credit, in such form as may reasonably be approved from time to time by the such Issuing Lender in an aggregate face amount not to exceed at any one time outstanding such Issuing Lender’s Fronted L/C Commitment and (ii) in the case of Several Letters of Credit, substantially in the form of Exhibit L; provided that the such Applicable Issuing Lender Party shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed aggregate amount of the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment at such time Commitments would be less than zerozero and, or (z) the provided, further, that, if any Issuing Lender has been notified shall issue any Fronted Letter of Credit that results in writing at least one Business Day the aggregate amount of the Available Commitments being less than zero without having received prior to the issuance thereof by the Borrower, written confirmation from the Administrative Agent or a Revolving Lender that the funding conditions set forth issuance of such Fronted Letter of Credit would not result in the aggregate amount of the Available Commitments being less than zero, the provisions of Section 5.2 can3.4 shall be applicable to such Fronted Letter of Credit only to the extent of the portion thereof (the “Participated Portion”) that, if such Fronted Letter of Credit had been issued in an amount equal to the Participated Portion, would not have resulted in the aggregate amount of the Available Commitment being less than zero and the portion of such Fronted Letter of Credit (and any related Reimbursement Obligations) that does not constitute the Participated Portion shall be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed subject and subordinate in right of payment and as to priority of the security provided by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Collateral to all other Obligations. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) Pounds Sterling and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof at the option of the applicable Borrower for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above), so long as the Issuing Lender of such Letter of Credit has the right to refuse to extend such Letter of Credit if at the time of such refusal the applicable Borrower would be unable to satisfy the conditions set forth in Section 5.2; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (ba) The No Applicable Issuing Lender Party shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issuei) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Applicable Issuing Lender or Party, any L/C Participant or any Lender to exceed any limits imposed by, any applicable Requirement of Law; Law or (ii) any order, judgment or decree Secured Letter of Credit on behalf of any Governmental Authority Borrower if (x) the then Borrowing Base of such Borrower would be less than such Borrower’s aggregate Secured L/C Obligations after giving effect to the issuance of such Secured Letter of Credit or arbitrator shall by its terms purport (y) all cash and Eligible Securities constituting such Borrowing Base are not then held in an Account of such Borrower established pursuant to enjoin or restrain Section 1 of Article II of the Issuing Lender from issuing, amending or reinstating such applicable Collateral Account Control Agreement. Prior to issuing any Secured Letter of Credit, or any law, rule or regulation applicable to the Applicable Issuing Lender or any request, guideline or directive (whether or not having the force of law) Party shall obtain confirmation from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or that the Borrower, at least one requirements imposed by clause (1ii) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 preceding sentence shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Restatement Closing Date pursuant to this Section 3, together with all Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Credit Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of date which is five Business Days prior to the Revolving Credit 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 (y) above). All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and from and after the Restatement Closing Date shall be subject to and governed by the terms and conditions hereof and shall constitute “Letters of Credit” for all purposes of this Agreement. (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the relevant Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date until the date that is ten Business Days prior to the Maturity Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent aggregate amount of Available the Utilized Revolving Commitment at such time Commitments would be less greater than zero, the Revolving Loan Commitments or (ziii) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and unless the applicable Issuing Lender in their sole discretionshall otherwise consent hereto, the aggregate amount of all outstanding Letters of Credit issued by JPMCB or Barclays Bank PLC, each as Issuing Lender, would exceed 50% of the L/C Commitment. Each Letter of Credit shall (i) be denominated in Dollars Dollars, (or Foreign Currency if ii) have a face amount of at least $1,000,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter date that is five Business Days prior to the Maturity Date; provided, that, if one or more Letters of Credit shall at any time have an expiry date that is later than the Maturity Date, provided that any Letter the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower's senior unsecured long-term, non-credit enhanced debt rating in effect is at least BBB- as published by S&P and is at least Baa3 as published by ▇▇▇▇▇'▇ or (ii) fifteen days preceding the Maturity Date, deposit in a cash collateral account established with the Administrative Agent an amount equal to the L/C Obligations with respect to such Letters of Credit with a oneif the relevant Borrower's senior unsecured long-year term may provide term, non-credit enhanced debt rating in effect is lower than BBB- as published by S&P or is lower than Baa3 as published by ▇▇▇▇▇'▇; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrowers shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (ii) each Lender shall be reinstated, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrowers by the Issuing Bank after the Maturity Date. Amounts held in such cash collateral account shall be held and applied by the Administrative Agent in the manner and for the renewal thereof for additional one-year periods (which shall purposes set forth in no event extend beyond the date referred to in clause (y) aboveSection 10.2(c). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower (and on behalf of the Borrower or any of its Subsidiaries or Joint Ventures) on any Business Day during the Letter of Credit Availability Commitment Period in such customary form as may reasonably be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall be obligated to issue commercial (as opposed to standby) Letters of Credit hereunder; provided further that an Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations with respect to Letters of Credit issued by such Issuing Lender then outstanding would exceed its L/C Commitment then in effect (in the case of this clause (i), without the consent of such Issuing Lender), (ii) the L/C Obligations would exceed the Dollar Equivalent Total aggregate L/C CommitmentsCommitments then in effect, (yiii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero or (iv) the Availability would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (iA) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiB) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is 364 days after the Termination Date, ; provided that (I) 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 (y) above)) and (II) at least 60 days prior to the Termination Date, Borrower shall, to the extent of the balance, replace outstanding Letters of Credit and/or deposit an amount equal to the Minimum Collateral Amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably satisfactory to the Administrative Agent. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of a Subsidiary or Joint Venture inures to the benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiary or joint venture. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of any Borrower or any Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed either the Dollar Equivalent Total L/C Commitments, (y) Commitments or the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender Lender, in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) aboveabove unless Cash Collateralized at a rate of 105% or otherwise backstopped to the reasonable satisfaction of the Administrative Agent and the Issuing Lender). The amount of any Letter of Credit issued in a foreign currency shall be carried at the equivalent rate in Dollars at the exchange rate used generally by the applicable Issuing Lender for all purposes of this Agreement and after any drawing on such Letter of Credit. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied (which notice shall contain a description of any such condition asserted not to be satisfied); (iv) any requested Letter of Credit is not in form and substance reasonably acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount of less than $500,00050,000; or (vii) any Lender is at that time a Defaulting Lender, Lender unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral Collateral, pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed either the Dollar Equivalent Total L/C Commitments, (y) Commitments or the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their its sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Administrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to arrange for the Issuing Bank to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower Borrowers on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Maturity Date in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided provided, that the Issuing Lender Administrative Agent shall have no obligation to issue (and shall not issue) arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the lesser of (x) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, Revolving Credit Commitment and (y) the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Borrowing Base Amount. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding 12 months), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the earlier fifth (5th) Business Day prior to the date specified in clause (a) of (x) the first anniversary definition of its date of issuance the term “Maturity Date” and (yiv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Maturity DateApplication or as determined by such Issuing Bank and, provided that to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent shall not be obligated to arrange for the issuance of 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter outstanding Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (ai) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), each Issuing Bank, in reliance on the Issuing Lender agreements of the other Banks set forth in Section 2.5(d), agrees to issue standby letters of credit (together with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day during on or after the Letter of Credit Availability Period Closing Date and prior to the Termination Date in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xA) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yB) the Dollar Equivalent Total Outstanding Extensions of Available Revolving Credit then outstanding would exceed the Total Commitments then in effect and provided, further, that no Issuing Bank shall be required, without the consent of such Issuing Bank, to issue Letters of Credit in excess of such Issuing Bank’s applicable L/C Commitment at any time outstanding for each such time would be less than zeroIssuing Bank (which, or (z) for the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borroweravoidance of doubt, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 canshall not be satisfied at such time construed as prohibiting the Existing Letters of Credit from constituting Letters of Credit hereunder in accordance with Section 2.5(a)(i)). (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each iii) Each Letter of Credit shall (i) be denominated in Dollars (and shall be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed to by the Administrative Agent any of its Affiliates, contingent or otherwise, and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (biv) The No Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed on such Issuing Bank 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereofhereof (including, without limitation, the applicable conditions specified in Section 5), the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4, agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Company on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of Available Revolving Commitment at such time L/C Obligations and Non-Facility L/C Obligations would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)exceed $25,000,000. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued (1) for the benefit of insurance companies to guarantee insurance claims and premiums, (2) to provide bid and performance guarantees or Foreign Currency if agreed (3) to guarantee contested appeals (a "Standby Letter of Credit"), or (y) a documentary sight letter of credit (a "Sight Letter of Credit") or documentary time letter of credit (a "Usance Letter of Credit") in respect of the purchase of goods or services by the Administrative Agent Company and its Subsidiaries in the applicable Issuing Lender) ordinary course of business and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Revolving Credit 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 (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iid) any order, judgment or decree The terms of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Letters of Credit and the Company's relationship with the Issuing Lender from issuingunder this Agreement may be set forth in a separate agreement among the Company, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any requestand the Administrative Agent, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request provided that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement provisions of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall agreement are not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) inconsistent with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter provisions of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionthis Agreement.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of any Borrower or (with the Borrower consent of the Administrative Agent, such consent not to be unreasonably withheld) its designee, on any Business Day during the Letter of Credit Availability Commitment Period other than the last ten (10) Business Days thereof in such form as may reasonably be approved acceptable from time to time by to the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Cdn Dollar Equivalent Amount of the L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, zero or (ziii) the Issuing Lender has been notified sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders shall exceed the aggregate Commitments. (b) Each Letter of Credit (i) shall be denominated in writing at least one Cdn Dollars or Dollars, (ii) shall be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of a Borrower, contingent or otherwise, incurred in the ordinary course of business and (iv) shall expire no later than ten (10) Business Day Days prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time Termination Date. (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each c) Each Letter of Credit shall (i) be denominated in Dollars (subject to the Uniform Customs or Foreign Currency if agreed the ISP and, to by the Administrative Agent and extent not inconsistent therewith, the applicable Issuing Lender) and (ii) expire no later than laws of the earlier State of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above)New York. (bd) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or the Borrower’s Subsidiaries on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure aggregate principal amount of outstanding Extensions of Credit would exceed the Dollar Equivalent Total L/C Commitments. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, (y) and from and after the Dollar Equivalent of Available Revolving Commitment at such time would Closing Date shall be less than zerosubject to, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrowerand governed by, the Administrative Agent or a Revolving Lender that the funding terms and conditions set forth in Section 5.2 cannot be satisfied at such time hereof. (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each b) Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $100,000, (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) (A) expire no on a date not later than five (5) Business Days prior to the earlier of Termination Date, (xB) have a term not exceeding two years, (C) and otherwise reasonably satisfactory to the first anniversary of its date of issuance Issuing Lender, and (yiv) be subject to the Letter Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) New York. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees Lenders, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agree to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Maturity Date in such form as may reasonably be approved from time to time by the applicable Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Commitment at such time Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Aggregate Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or Foreign Currency if such lesser amount as may be agreed to by the Administrative Agent and the applicable Issuing Lender) and Agent), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no later than the earlier of of: (xA) the first anniversary of one (1) year after its date of issuance or (B) the fifth (5th) Business Day prior to the Maturity Date and (yiv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Maturity DateApplication or as determined by the applicable Issuing Lender and, provided that any Letter to the extent not inconsistent therewith, the laws 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 (y) above). (b) The State of New York. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any lawunless the context otherwise requires. Notwithstanding the foregoing, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force as of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent issued and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Revolving Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of any Borrower or any of Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) Commercial L/Cs and Standby L/Cs for the account of the any Borrower on any Business Day during the Letter of Credit Availability Period period from the Effective Date until the Termination Date in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, if (i) after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent face amount of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to requested Letter of Credit exceeds the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied Total Availability at such time). Unless otherwise agreed to by the Administrative Agent and the applicable ; provided further that each Issuing Lender in their sole discretionmay, each but shall not be required to, issue Letters of Credit such that the aggregate L/C Obligations attributable to all such Letters of Credit issued by such Issuing Lender exceed $500,000,000. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the 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 (y) above). Each Application and each Letter of Credit shall be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State of New York. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (ai) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Banks set forth in Section 2.5(b), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing LenderBank; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit shall be issued if, after giving effect to such issuance, thereto (xA) the Dollar Equivalent L/C amount of the Total Exposure would exceed the Dollar Equivalent amount of the Total Commitment in effect at such time or (B) the aggregate amount of the L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment Obligations at such time would be less than zero, or (z) exceed the Issuing Lender has been notified L/C Commitment in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied effect at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each . (ii) Each Letter of Credit shall shall: (iA) be denominated in Dollars and shall be a standby letter of credit; and (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiB) expire no later than the earlier of (xA) the first anniversary of 365 days after its date of issuance and (yB) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) Each Letter of Credit shall be subject to ISP98 and, to the Issuing Lender has received written notice from any Lenderextent not inconsistent therewith, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more laws of the applicable conditions contained in Section 5.2 shall not then be satisfied;State of Delaware. (iv) Notwithstanding the provisions of this Section 2.5, the Banks and the Borrower hereby agree that the Issuing Bank may issue, upon the Borrower's request, (A) one or more Letter(s) of Credit to support the issuance of bonds for the benefit of the Borrower which by its terms may expire more than 365 days after its date of issuance and (B) one or more Letter(s) of Credit which by its terms may be extended for additional periods of up to one year each, provided in each case that (1) the initial expiration date (or any requested subsequent expiration date) of each such Letter of Credit is not in form later than the Termination Date, and substance acceptable (2) renewal of such Letters of Credit, at the Issuing Bank's discretion, shall be available upon written request from the Borrower to the Issuing Lender, Bank at least 20 days (or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except other time period as otherwise agreed by the Administrative Agent Borrower and the Issuing Lender, such Letter Agent) before the date upon which notice of Credit renewal is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionotherwise required.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“standby Letters of Credit”) Credit for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Maturity Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Commitment at such time Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)then applicable Borrowing Limit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (or other than the Existing Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and Letters of Credit), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than ninety (90) Business Days prior to the earlier of (x) the first anniversary of its date of issuance Revolving Credit Maturity Date and (yiv) be subject to the Letter Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may reasonably be approved from time to time by the applicable Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent aggregate amount of L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate amount of Available Revolving Commitment at such time L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Borrowing Limit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iiiv) expire no later than be subject to ISP98 and, to the earlier extent not inconsistent therewith, the laws of (x) the first anniversary State of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The New York. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter outstanding Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force context otherwise requires. As of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent issued and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate principal amount of Available Revolving Commitment at such time outstanding Working Capital Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero, or exceed the lesser of (z1) the Issuing Lender has been notified in writing at least one Business Day prior to Working Capital Commitment and (2) the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time Borrowing Base. (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each b) Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no on a date not later than the earlier of (x) Termination Date and that is otherwise satisfactory to the first anniversary of its date of issuance Issuing Lender and (yiv) be subject to the Letter Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) Missouri. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law;Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. (iic) any orderFor purposes of this Agreement, judgment or decree the Existing Letters of any Governmental Authority or arbitrator Credit set forth on Schedule 3.01 hereto shall by its terms purport to enjoin or restrain be deemed issued under this Agreement and shall constitute Letters of Credit for all purposes under this Agreement. Upon the Issuing Lender from issuing, amending or reinstating such initial expiration of each Existing Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or shall terminate and cancel each such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Existing Letter of Credit and all other L/C Exposure as request a new Letter of Credit to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect be issued in its sole discretionreplacement thereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (zc) the Issuing Lender has been notified in writing at least one Business Day prior aggregate principal amount of all outstanding Loans plus the aggregate outstanding amount of the L/C Obligations (after giving effect to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied Letter of Credit being requested at such time)) would exceed the Aggregate Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, (iii) expire no later than one (1) year from the earlier of (x) the first anniversary of its date of issuance thereof; provided, that in no case shall such expiration date be later than five (5) Business Days prior to the Revolving Credit Termination Date and (yiv) be subject to the Letter Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereofof this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the date that is ninety (90) days prior to the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure aggregate principal amount of outstanding Extensions of Credit would exceed the Dollar Equivalent Total L/C Commitments. The Existing Letters of Credit shall be deemed to have been issued pursuant hereto, (y) and from and after the Dollar Equivalent of Available Revolving Commitment at such time would Closing Date shall be less than zerosubject to, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrowerand governed by, the Administrative Agent or a Revolving Lender that the funding terms and conditions set forth in Section 5.2 cannot be satisfied at such time hereof. (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each b) Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $500,000, (ii) be a letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) (A) expire no on a date not later than five (5) Business Days prior to the earlier of Termination Date, (xB) have a term not exceeding one year, (C) and otherwise reasonably satisfactory to the first anniversary of its date of issuance Issuing Lender, and (yiv) be subject to the Letter Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) New York. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed either the Dollar Equivalent Total L/C Commitments, (y) Commitments or the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their its sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Revolving Availability Period substantially in the form of Exhibit L or in such other form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars Dollars, (or Foreign Currency if ii) have a face amount of at least $100,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five (5) Business Days prior to the Revolving 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 or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject Each Issuing Lender will issue standby and commercial letters of credit from time to time denominated in Dollars and/or in one or more Offshore Currencies before the Revolving Maturity Date, in each case containing such terms and conditions hereof, as are permitted by this Agreement and are reasonably satisfactory to the applicable Issuing Lender agrees to issue letters and the Company, at the request of credit (“Letters of Credit”) and for the account of the Borrower on Company (or jointly for the account of the Company and any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved Subsidiary) from time to time by before the Issuing Lenderdate which is 30 days prior to the scheduled Revolving Maturity Date; and (b) as more fully set forth in Section 2.3.2, each Lender agrees to purchase a participation in each such Letter of Credit; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit ifthat, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, of each Letter of Credit shall Credit, (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and aggregate Stated Amount of all Letters of Credit shall not exceed the applicable Issuing Lender) and (ii) expire no later than the earlier lesser of (x) the first anniversary of its date of issuance $100,000,000 and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term may provide for aggregate Revolving Commitment (the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any “L/C Lender to exceed any limits imposed bySublimit”), 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as unless otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the individual Issuing Lender (in its sole discretion) with ), the Borrower or Stated Amount of all Letters of Credit issued by such Defaulting Issuing Lender to eliminate the shall not exceed such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Commitment, (iii) the sum of the aggregate outstanding Dollar Equivalent amount of all Offshore Currency Loans plus the Stated Amount of all Letters of Credit denominated in an Offshore Currency shall not exceed the Offshore Currency Sublimit, (iv) each Revolving Lender’s Revolving Credit Exposure as to which shall not exceed such Revolving Lender’s Revolving Commitment; and (v) the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionaggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Commitment.

L/C Commitment. (a) From and after the Effective Date, each Existing Letter of Credit shall, subject to the terms and conditions hereof, constitute a Letter of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued on and after the Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no obligation to issue (and shall not issue) , amend, extend or renew any Letter of Credit (and no Existing Letter of Credit may become a Letter of Credit hereunder) if, after giving effect to such issuance, amendment, extension or renewal (xor to the transfer of such Existing Letter of Credit hereunder, as the case may be), (i) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, (iii) if the purpose of such Letter of Credit is energy procurement, the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the Procurement L/C Facility Limit or (ziv) subject to Section 10.1, if such Letter of Credit is a Non-Procurement Letter of Credit, the aggregate outstanding amount of L/C Obligations in respect of Non-Procurement Letters of Credit (A) plus the aggregate outstanding amount of L/C Obligations in respect of Letters of Credit issued for energy procurement purposes would exceed the L/C Commitment or (B) plus the aggregate outstanding principal amount of all Loans would exceed the Non-Procurement Facility Limit. The Administrative Agent, the Issuing Lender has been notified in writing at least one Business Day prior Lenders and the Lenders shall be entitled to the issuance thereof by rely conclusively on the Borrower, ’s statements in determining whether the Administrative Agent or a Revolving Lender that the funding conditions limitation set forth in Section 5.2 canclauses (iii) and (iv) of the preceding sentence are satisfied; and the Administrative Agent, the Issuing Lenders and the Lenders shall not be satisfied required to maintain any records with respect to whether or not the Procurement L/C Facility Limit is exceeded at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such any time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date which is five Business Days prior to the Termination Date, ; provided that any Letter of Credit with a one-year oneyear 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) The Existing Letters of Credit will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue at the request of the Borrower letters of credit (together with the Existing Letters of Credit, each a “Letters Letter of Credit”) for the account of the Borrower any Group Member on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that (i) the Borrower shall not request, and no Issuing Lender shall have no obligation be required to issue (and shall not issue) , any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, Foreign Currencies issued by such Issuing Lender plus (y) the outstanding amount of all Letters of Credit issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of (x) 105% of the Dollar Equivalent of Available Revolving Commitment at such time Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would be less than zeroexceed the L/C Sublimit then in effect, or (zC) the Issuing Lender has been notified sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in writing at least one Business Day prior to L/C Foreign Currencies plus (y) the issuance thereof by amount of the BorrowerExtensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the Total Commitments then in effect and (ii) the Borrower shall be a co-applicant, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretionjointly and severally liable with respect to, each Letter of Credit issued for the account of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars (or Foreign Currency or, if agreed to by the Administrative Agent and the applicable Issuing Lender) , any L/C Foreign Currency and (iiy) except as set forth in the next succeeding sentence, expire no later than the earlier of (xA) the first anniversary of its date that is one year after the date of issuance and (y) the of such Letter of Credit Maturity Dateand (B) thirty (30) days prior to the Termination Date then in effect; provided, provided that any Letter of Credit with a one-year term tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in foregoing clause (yB). If agreed by an Issuing Lender, Letters of Credit issued by such Issuing Lender may have an expiration date that exceeds one year (but in all events shall expire no later than thirty (30) abovedays prior to the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the aggregate face amount of all such Letters of Credit outstanding on the date of such request and giving effect to the proposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) The An Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other RCF Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the applicable Borrower (other than Canadian F▇▇▇▇) on any Business Day during the Letter of Credit Availability Commitment Period but in no event later than the 30th day prior to the RCF Maturity Date in such form as may reasonably be approved from time to time by the respective Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit shall be issued if, after giving effect to such issuance, (xi) the Dollar Equivalent (A) aggregate Canadian RCF L/C Exposure Obligations shall exceed $15,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or any Borrower would exceed the Dollar Equivalent Total L/C Commitments, applicable limitations set forth in subsection 2.2 or 2.5 (y) it being understood and agreed that the U.S. Administrative Agent or the Canadian Administrative Agent shall calculate the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender then outstanding RCF Loans in Canadian Dollars on the date on which the applicable Borrower has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender requested that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in their sole discretion, each respect of Letters of Credit would exceed $400,000,000 or (iii) the Aggregate Outstanding RCF Credit of all the RCF Lenders would exceed the RCF Commitments of all the RCF Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to Canadian Dollars, as requested by the Administrative Agent applicable Borrower, and shall be either (A) a standby letter of credit issued to support obligations of the applicable Issuing LenderParent Borrower or any of its Subsidiaries (other than Canadian F▇▇▇▇), contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries (other than Canadian F▇▇▇▇) in the ordinary course of business (a “Documentary L/C”), and (ii) unless otherwise agreed by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, expire no later than the earlier of (xI) the first anniversary of (A) one year after its date of issuance and (yB) the 10th day prior to the RCF Maturity Date, in the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the RCF Maturity Date), or (II) (A) 180 days after its date of issuance and (B) the 30th day prior to the RCF Maturity Date, in the case of Documentary L/Cs. Each Letter of Credit Maturity Date, provided that any issued by the U.S. RCF Issuing Lender shall be deemed to constitute a utilization of the U.S. RCF Commitments and each Letter of Credit issued by the Canadian RCF Issuing Lender shall be deemed to constitute a utilization of the Canadian RCF Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. RCF Lenders or the Canadian RCF Lenders, as applicable, in accordance with a one-year term may provide their respective U.S. RCF Commitment Percentages or Canadian RCF Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. RC Facility shall be denominated in Dollars and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian RC Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)account of the applicable Borrower. (b) The Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs, and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued payable on a sight basis only. (c) No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iid) any orderNotwithstanding anything contained in Section 3, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the no Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such at any time issue any Letter of Credit in particular or shall impose upon for the Issuing Lender with respect to such Letter account of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good Canadian F▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the Lenders set forth in Section 3.4(a), agrees to issue issue, amend, renew or extend, as the case may be, letters of credit (“Letters of Credit”) for the account of any Borrower or (with the Borrower consent of the Administrative Agent, such consent not to be unreasonably withheld) its designee, on any Business Day during the Letter of Credit Availability Commitment Period other than the last ten (10) Business Days thereof in such form as may reasonably be approved acceptable from time to time by to the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) , amend, renew or extend, as the case may be, any Letter of Credit if, after giving effect to such issuance, amendment, renewal or extension, (xi) the Cdn Dollar Equivalent Amount of the L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, zero or (ziii) the Issuing Lender has been notified sum of the Aggregate Outstanding Revolving Extensions of Credit of all the Lenders shall exceed the aggregate Commitments. (b) Each Letter of Credit (i) shall be denominated in writing at least one Cdn Dollars or Dollars, (ii) shall be available by sight payment (rather than by acceptance, by deferred payment or by negotiation), (iii) shall be a standby letter of credit issued to support obligations of a Borrower, contingent or otherwise, incurred in the ordinary course of business and (iv) shall expire no later than ten (10) Business Day Days prior to the issuance thereof Termination Date. (c) Each Letter of Credit shall be subject to the Uniform Customs or the ISP and, to the extent not inconsistent therewith, the laws of the State of New York or any other jurisdiction requested by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed applicable Borrower and acceptable to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (bd) The Issuing Lender shall not at any time be obligated to issue (and in issue, amend, renew or extend, as the case of clause (iii) below shall not issue) may be, any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) , amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed the Issuing Lender Commitment of such Issuing Lender (it being understood and agreed that, subject to the foregoing clause (i) and the following clause (iii), any Issuing Lender may, in its sole discretion, issue Letters of Credit in excess of its Issuing Lender Commitment as separately agreed with the Borrower and notified to the Administrative Agent) or (iii) the aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero. The Borrower may, at any time and from time to time, reduce or (z) increase the Issuing Lender has been notified in writing at least one Business Day prior to Commitment of any Issuing Lender with the issuance thereof by consent of such Issuing Lender; provided that the BorrowerBorrower shall not reduce the Issuing Lender Commitment of any Issuing Lender if, after giving effect of such reduction, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 canclauses (i) through (iii) above shall not be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)satisfied. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i1) be denominated in Dollars (or Foreign Currency if agreed to an Alternative Currency, as selected by the Administrative Agent and the applicable Issuing Lender) Borrower, and (ii2) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) unless Cash Collateralized in an amount equal to 1035 % of the Dollar Equivalent of the aggregate undrawn face amount of such Letter of Credit Maturity (and it being understood and agreed that (A) any Letter of Credit will not be issued for longer than one year past the Revolving Termination Date or be renewable thereafter without the consent of the applicable Issuing Lender and (B) to the extent such L/C Obligations have been and continue to be so Cash Collateralized, the obligations of the L/C Participants under Section 3.4 shall not continue after the Revolving Termination Date with respect to any Letter of Credit that expires after the Revolving Termination Date), the date that is thirty (30) days prior to the Revolving 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 (y) above). (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; (ii) any order, judgment Law or decree if issuance of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such said Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall would violate any applicable laws or regulations or any applicable policies of the Issuing Lender;Lender pertaining to letters of credit in general. (vc) such Letter Notwithstanding the foregoing, Deutsche Bank AG New York Branch andGoldman Sachs Bank USA, eachin its capacity as an Issuing Lender hereunder, shall only be required to issue standby Letters of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) accordance with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionterms hereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on any Business Day during from the Letter of Credit Availability Period Initial Funding Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their respective Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire no more than one year after the issuance date thereof, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing -------- Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may reasonably be approved from time to time by the applicable Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent aggregate amount of L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate amount of Available Revolving Commitment at such time L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Borrowing Limit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person's sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the fifth (5th) Business Day prior to the Maturity Date) and (iiiv) expire no later than be subject to ISP98 and, to the earlier extent not inconsistent therewith, the laws of (x) the first anniversary State of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The New York. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter outstanding Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force context otherwise requires. As of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent issued and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in subsection 2.9(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment Obligations at such time would be less than zeroexceed the L/C Commitment, or (zii) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Aggregate Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time or (or otherwise has actual knowledge that such conditions cannot be satisfied iii) in the case of Letters of Credit issued in currencies other than Dollars only, the L/C Obligations in respect of Letters of Credit issued in currencies other than Dollars would exceed the Foreign L/C Commitment Sublimit at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Effective Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Effective Date) and shall be (x) a Letter of Credit for all purposes hereof (other than subsection 2.7) and the other Loan Documents and (y) a Commercial Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 2.8(b) and 2.8(c), respectively. (b) Each Letter of Credit shall: (i) be denominated in Dollars or such other currency that as of the date of issuance thereof is in the reasonable judgment of the relevant Issuing Bank (which shall be binding on the L/C Participants) freely convertible or Foreign Currency if agreed to by exchangeable into Dollars as the Borrower, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the applicable Issuing LenderBorrower or a Subsidiary, contingent or otherwise (a "Standby Letter of Credit"), or (B) a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Borrower and its Subsidiaries in the ordinary course of business (a "Commercial Letter of Credit"), and (ii) expire no later than the earlier of (xA) five Business Days prior to the first anniversary of its Revolving Credit Termination Date and (B) one year after the date of issuance and (y) the Letter of Credit Maturity Datethereof, provided that that, subject to clause (A) above, any Letter of Credit with a one-year term may provide for may, at the renewal request of the Applicant as set forth in the applicable Application, be automatically renewed on each anniversary of the issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the date referred to in clause (y) above)Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed. (bc) The Each Letter of Credit shall be subject to the Uniform Customs (except to the extent that any Continuing Letter of Credit continues to be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, in accordance with its terms), and, to the extent not inconsistent therewith, the laws of the State of New York. (d) No Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure would exceed sum of the Dollar Equivalent Total L/C Commitments, Letters of Credit (yother than Foreign Backstop Letters of Credit) and the Dollar Equivalent of Available Revolving Commitment at such time the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would be less than zero, or exceed $60,000,000 (z) it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender has been notified issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)effect. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Designated Foreign Currency if agreed and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Administrative Agent and Borrower or any of its Subsidiaries in the applicable Issuing Lender) and ordinary course of business (a “Commercial Letter of Credit”), (ii) expire no later than five days prior to the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as unless otherwise agreed by the Administrative Agent Agent, expire no later than 365 days after its date of issuance in the case of Standby Letters of Credit, and 180 days after its date of issuance in the Issuing Lender, such Letter case of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery Commercial Letters of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Prior to the Closing Date, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall, subject to the terms and conditions hereof, constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to not issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure would exceed sum of the Dollar Equivalent Total L/C Commitments, Letters of Credit (yother than Foreign Backstop Letters of Credit) and the Dollar Equivalent of Available Revolving Commitment at such time the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would be less than zero, or exceed $[60,000,000] (z) it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Borrower has requested that the Issuing Lender has been notified issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Credit Lenders would exceed the Revolving Credit Commitments of all the Revolving Credit Lenders then in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)effect. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or, in the case of Foreign Backstop Letters of Credit, in Dollars or any Designated Foreign Currency if agreed and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Administrative Agent and Borrower or any of its Subsidiaries in the applicable Issuing Lender) and ordinary course of business (a “Commercial Letter of Credit”), (ii) expire no later than five days prior to the earlier of (x) the first anniversary of its date of issuance Termination Date and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as unless otherwise agreed by the Administrative Agent Agent, expire no later than 365 days after its date of issuance in the case of Standby Letters of Credit, and 180 days after its date of issuance in the Issuing Lender, such Letter case of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery Commercial Letters of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionCredit.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Availability Period Maturity Date in such form as may reasonably be approved from time to time by the Issuing LenderLender and the Administrative Agent; provided provided, that the Issuing Lender shall have no obligation to issue (issue, and the L/C Participants shall not issue) have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Commitment at such time Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless minimum amount of $25,000 unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and , (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary date of its date of issuance and (y) the Letter of Credit Maturity Date, provided that but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Bank), and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, 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 (y) above). (b) Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue (issue, and in the case of clause (iii) below L/C Participants shall not issue) have no obligation to participate in, any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Lenders set forth in Section 3.4(a) and of the other French Party Lenders set forth in Section 3.4(a), agrees to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (together with any Designated Letters of Credit, “Letters of Credit”) for the account of the Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Subsidiary of the Borrower, and the Borrower shall be deemed to be a co-applicant, and shall be jointly and severally liable, with respect to each Designated Letter of Credit issued for the account of any Subsidiary of the Borrower) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to not issue (and shall not issue) or extend any Letter of Credit if, after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries other than the French Subsidiary, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent sum of Available Outstanding Revolving Commitment at such time Extensions of Credit (excluding the Outstanding French Party Extensions of Credit) would be less than zero, exceed the Total Revolving Commitments or (ziii) the Issuing Lender has been notified sum of the Multicurrency Revolving Extensions of Credit would exceed the Multicurrency Sublimit and, in writing at least one Business Day prior to the issuance thereof by case of the BorrowerFrench Borrowers, for the Letters of Credit for the account of the French Subsidiary, the Administrative Agent or a Revolving Lender that sum of the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Outstanding French Party Extensions of Credit would exceed the French Party Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or any one of the Foreign Currency if agreed to Currencies, as specified by the Administrative Agent and the applicable Issuing Lender) Borrower, and (ii) expire no later than the earlier of (x) the first second anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the Revolving 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to, but not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may reasonably be approved from time to time by the applicable Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent aggregate amount of L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate amount of Available Revolving Commitment at such time L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Borrowing Limit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars a Permitted Currency and (ii) be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed any of its Subsidiaries, contingent or otherwise, (iii) expire on a date that is no later than the fifth (5th) Business Day prior to the Maturity Date (provided that any such Letter of Credit may, (A) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (B) expire on a date that is after the Maturity Date with the prior written consent of each of the Administrative Agent and the applicable Issuing Lender, in each such Person’s sole discretion; provided that all L/C Obligations associated with any such Letter of Credit are cash collateralized in a manner satisfactory to the Administrative Agent and the applicable Issuing Lender on or prior to the fifth (5th) Business Day prior to the Maturity Date and that, on the Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iiiv) expire no later than be subject to ISP98 and, to the earlier extent not inconsistent therewith, the laws of (x) the first anniversary State of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The New York. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter outstanding Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force context otherwise requires. As of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on - the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more each of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter Existing Letters of Credit is not in form shall constitute, for all purposes of this Agreement and substance acceptable to the Issuing Lenderother Loan Documents, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent issued and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionoutstanding hereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Canadian/US Secured Lenders set forth in Section 2A.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower GM or GM Canada on any Business Day during the Letter of Credit Availability relevant Commitment Period in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Canadian/US Secured Commitments would be less than zero, zero or (ziii) the Total Extensions of Credit would exceed the aggregate Commitments then in effect of all Lenders and, provided, further, that any Issuing Lender has been notified in writing at least one Business Day prior Bank that issues Letters of Credit to the issuance thereof by the Borrower, the Administrative Agent or GM Canada shall be a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Qualifying Canadian/US Lender. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars or in any other currency freely transferable into Dollars (each such other currency an, "Alternative Currency") requested by GM or Foreign Currency if agreed GM Canada, as the case may be, and acceptable to by the Administrative Agent and the applicable Issuing Lender) Bank and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the Extended 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 (y) above). (b) The No Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Maturity Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Credit Loans, plus the Swingline Commitment at such time plus the aggregate amount of L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Aggregate Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xa) one (1) year after the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). or (b) the fifth (5th) business day prior to the Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower or any Subsidiary Guarantor on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) issue any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent of Available Tranche A Revolving Credit Commitment at such time with respect to any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (and shall be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed to by the Administrative Agent respective Subsidiary Guarantor and its respective Subsidiaries, contingent or otherwise, arising in the applicable Issuing Lender) ordinary course of business and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders and the Loan Parties set forth herein and in the other Loan Documents, agrees to issue documentary or standby letters of credit (the “Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Initial Revolving Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) or cause to be issued any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total aggregate L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the and no individual Issuing Lender has been notified in writing at least one Business Day prior shall have any obligation to the issuance thereof by the Borrowerissue any Letter of Credit if, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at after giving effect to such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)issuance, its L/C Obligations would exceed its individual L/C Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars Dollars, (or Foreign Currency if ii) have a face amount of at least $200,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) subject to clause (ii) of the Letter of Credit Maturity proviso below, the date that is five (5) Business Days prior to the Initial Revolving Termination Date; provided, provided that (i) any Letter of Credit with a one-year term may provide for the renewal extension thereof for additional one-year periods (which shall or a longer period if agreed to by the Issuing Lender but in no event shall any, subject to clause (ii) of this proviso below, no extended period shall extend beyond the date referred to in clause (y) above), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (iii) any Letter of Credit that expires after the Initial Revolving Termination Date shall be Cash Collateralized on or prior to the Initial Revolving Termination Date and (iiiii) to the extent that the L/C Obligations exceed the L/C Commitment, the Borrower shall promptly, but in any event within one (1) Business Day, Cash Collateralize such excess (it being agreed that the Issuing Lender shall promptly upon written request return such Cash Collateral to the Borrower if the L/C Obligations are less than or equal to the L/C Commitment for ten (10) consecutive Business Days). Each Letter of Credit shall be governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98) or the Uniform Customs, as applicable. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: hereunder (i) if the proceeds of any such Letter of Credit would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (ii) if such issuance would (A) conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; Law or (iiB) any order, judgment violate one or decree more policies of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain general application of the Issuing Lender from issuingnow or hereafter in effect., amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over and the Issuing Lender shall prohibit, or request that not at any time be obligated to issue any amendment to any Letter of Credit if the Issuing Lender refrain from, would have no obligation at such time to issue the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon its amended form under the Issuing Lender with respect to such Letter terms of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionthis Agreement.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in Subsection 2.6(d)(i), agrees to issue letters of credit (the letters of credit issued on or after the Closing Date pursuant to this Subsection 2.6, collectively, the “Letters of Credit”) for the account of the Borrower and any of its Restricted Subsidiaries on any Business Day during the Letter of Credit Availability Period Initial Revolving Commitment Period, but in no event later than the 30th day prior to the Initial Revolving Maturity Date in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the (x) no Issuing Lender Bank shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations in respect of Letters of Credit issued would exceed the Dollar Equivalent Total L/C Commitments, Commitment Amount or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect and (y) a Letter of Credit shall be issued by an Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s L/C Commitment Amount Individual Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) after giving effect to the issuance of such Letter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of Available the then outstanding Revolving Commitment at such time would be less than zero, or (z) Loans in any Designated Foreign Currency and the Issuing Lender then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Borrower has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, given the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such timeLetter of Credit Request with respect to any Letter of Credit for purposes of determining compliance with this Subsection 2.6(a)(i)). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or a Designated Foreign Currency if agreed and shall be either (A) a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Administrative Agent Borrower or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), it being agreed that (x) Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Royal Bank of Canada and ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Commercial Letters of Credit and (y) ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Letter of Credit denominated in any Designated Foreign Currency, in each case unless separately agreed between such Issuing Bank (in its sole discretion) and the applicable Issuing Lender) Borrower, and (ii) expire unless otherwise agreed by the applicable Issuing Bank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time, in each case, as may be agreed by the relevant Issuing Bank) and, in any event, no later than five Business Days prior to the earlier of Initial Revolving Maturity Date (x) except to the first anniversary of its date of issuance and (y) extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank). Each Letter of Credit Maturity Dateshall be deemed to constitute a utilization of the Revolving Commitments and shall be participated in (as more fully described in following Subsection 2.6(d)(i)) by the Revolving Lenders in accordance with their respective Revolving Commitment Percentages. (ii) Unless otherwise agreed by the applicable Issuing Bank and the Borrower, provided that any each Letter of Credit with a one-year term may provide for shall be governed by, and shall be construed in accordance with, the renewal thereof for additional one-year periods (which laws of the State of New York, and to the extent not prohibited by such laws, the ISP shall apply to each Standby Letter of Credit, and the Uniform Customs shall apply to each Commercial Letter of Credit. The ISP shall not in no any event extend beyond the date referred apply to in clause (y) above)this Agreement. (biii) The An Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 4.4(a), agrees to issue letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided PROVIDED that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x1) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (y2) the Dollar Equivalent of aggregate Available Revolving Commitment at such time RC Commitments would be less than zero, or . (zb) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall shall: (i1) be denominated in Dollars (or Foreign Currency if agreed to another currency requested by the Administrative Agent and Borrower unless the issuance of such a Letter of Credit by the Issuing Lender at the time of such request is not permitted under applicable law or is otherwise not acceptable to the Issuing Lender) and shall be either (iiA) a standby letter of credit issued to support obligations of the Borrower, contingent or otherwise, in respect of (u) warranty obligations or equipment performance assurance obligations, (v) insurance obligations, (w) obligations to work▇▇▇'▇ ▇▇▇pensation board or similar Governmental Authority for work▇▇▇'▇ ▇▇▇pensation liabilities of the Borrower or a Subsidiary, (x) other contractual obligations of the Borrower or a Subsidiary in respect of which advance payments have been made, (y) existing letters of credit outstanding as of the Closing Date and listed on Schedule 9.2 hereof and (z) such other obligations or for such other purposes as may be approved by the Issuing Lender and the Administrative Agent (such consent not to be unreasonably withheld) (a "STANDBY LETTER OF CREDIT"), or (B) a commercial letter of credit issued in respect of the purchase of goods or services by the Borrower in the ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and (2) expire no later than the earlier of (xi) five Business Days prior to the first anniversary of its Revolving Credit Termination Date and (ii) 364 days from the date of issuance and (y) the Letter of Credit 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 subject to in clause (y) aboverenewal). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower and its Subsidiaries and with the Borrower as the applicant on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent its L/C Exposure Obligations would exceed its L/C Commitment, (ii) the aggregate amount of L/C Obligations would exceed the Dollar Equivalent Total aggregate amount of L/C Commitments, Commitments or (yiii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or in any Designated Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date (unless, in the case of this clause (ii), on or prior to such date, such Letter of Credit Maturity Dateis cash collateralized or backstopped in an amount and on terms reasonably acceptable to the applicable Issuing Lender), 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 (y) above). If the Administrative Agent notifies the Borrower at any time that the amount of all L/C Obligations denominated in Designated Foreign Currencies at such time causes the L/C Commitment of any Issuing Lender or the aggregate L/C Commitment to exceed an amount equal to 105% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect, then, within five Business Days after receipt of such notice, the Borrower shall cash collateralize Letters of Credit in an aggregate amount sufficient to reduce such amount as of such date to an amount not to exceed 100% of the L/C Commitment of such Issuing Lender or the aggregate L/C Commitment then in effect then in effect, as applicable; provided that such cash collateral shall be promptly released if the circumstances giving rise to the need for it to be provided no longer apply. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Issuer, in reliance on the agreements of the other Banks set forth in subsection 2A.4(a) agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Toy Biz on any Business Day during the Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing LenderIssuer; provided that the Issuing Lender Issuer shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, zero or (ziii) the Issuing Lender has been notified Aggregate Outstanding Extensions of Credit of all Banks will exceed the Borrowing Base then in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time effect. (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each b) Each Letter of Credit shall shall: (i) be denominated in Dollars and shall be either (1) a standby letter of credit issued to support obligations of Toy Biz, contingent or Foreign Currency if agreed otherwise, the payment of which Toy Biz would be permitted to utilize the proceeds of Loans hereunder (a "Standby Letter of Credit"), or (2) a commercial letter of credit issued in respect of the purchase of goods or services by Toy Biz and its Subsidiaries in the Administrative Agent and the applicable Issuing Lenderordinary course of business (a "Commercial Letter of Credit") and and (ii) expire no later than five days prior to the earlier of Termination Date. (xc) the first anniversary of its date of issuance and (y) the Each Letter of Credit Maturity Dateshall be subject to the Uniform Customs and, provided that any Letter to the extent not inconsistent therewith, the laws 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 (y) above)State of New York. (bd) The Issuing Lender Issuer shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Issuer or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (the letters of credit issued pursuant to this Section 3 and including each Existing Letter of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day on or after the Effective Date and during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided, that each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Credit Suisse AG, New York Branch, Barclays Bank PLC and their respective Affiliates shall not be required to issue any commercial letters of credit; provided further that the no Issuing Lender shall have no obligation to issue (and shall not issue) , amend or extend any Letter of Credit if, after giving effect to such issuance, amendment or extension, (xi)(i) the Dollar Equivalent aggregate amount of L/C Exposure Obligations owed by the Borrower to any Issuing Lender shall exceed the amount of such Issuing Lender’s L/C Pro Rata Commitment (or such higher amount agreed upon in writing between the Borrower and such Issuing Lender), (ii)(ii) the L/C Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yiii)(iii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, zero or (ziv) the Issuing Lender has been notified in writing Total Extensions of Credit would exceed the outstanding principal amount of the Senior Bond at least one Business Day prior to the issuance thereof any time (as determined by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such timeDesignated Agent). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and and, (ii) subject to the second paragraph of Section 3.2, expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Termination Date (such fifth Business Day, the “Letter of Credit Maturity Expiration 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 (y) above”). (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) , amend or extend any Letter of Credit if: hereunder if such issuance, amendment or extension would (ii)(i) such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; , (iiii)(ii) violate one or more policies of the Issuing Lender applicable to letters of credit generally or (iii) violate any order, judgment judgment, or decree of any Governmental Authority or arbitrator shall that, by its terms purport terms, purports to enjoin or restrain the such Issuing Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the such Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender. No Issuing Lender shall prohibitbe under any obligation to issue, amend or extend any Letter of Credit that is not a standby Letter of Credit, unless otherwise agreed by such Issuing Lender. In the event there is a Defaulting Lender as of the date of any request that for the issuance of a Letter of Credit, no Issuing Lender refrain from, the issuance, amendment, renewal shall be required to issue or reinstatement of letters of credit generally or arrange for such Letter of Credit in particular or shall impose upon to the extent the Issuing Lender is not reasonably satisfied that the Defaulting Lender’s L/C Obligations with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material have been reallocated and/or cash collateralized pursuant to it;Section 2.20. (iiic) the Issuing Lender has received written notice from any LenderUnless otherwise specified herein, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal amount of a Letter of Credit at any time shall violate any applicable laws or regulations or any applicable policies be deemed to be the stated amount of the Issuing Lender; (v) such Letter of Credit contains in effect at such time; provided, however, that with respect to any provisions providing Letter of Credit that provides for one or more automatic reinstatement of increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after any drawing thereunder;giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. (vid) except as otherwise agreed For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the Administrative Agent operation of any rule of law or uniform practices to which any Letter of Credit is subject (including Rule 3.13 and Rule 3.14 of the Issuing LenderISP) or similar terms in the Letter of Credit itself that permit a drawing to be made under such Letter of Credit after the expiration thereof, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed shall be deemed to be issued or such Letter of Credit and all other L/C Exposure as “outstanding” in the amount so remaining available to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionbe drawn.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Revolving Lenders set forth in subsection 3.6 agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Parent Borrowers (and, if such Letter of Credit is issued for the benefit of any Subsidiary, for the account of the Parent Borrowers and such Subsidiary, jointly and severally) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the (i) no Issuing Lender Bank shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xA) the Dollar Equivalent L/C Exposure Obligations at such time would exceed the Dollar Equivalent Total L/C Commitments, Sublimit or (yB) the Dollar Equivalent Aggregate Outstanding R/C Extensions of Available Credit at such time would exceed the Aggregate Revolving Commitment at such time would be less than zero, or and (zii) the no Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, Bank shall issue any Letter of Credit unless it shall have received notice from the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 canissuance of such Letter of Credit will not be satisfied at such time violate clause (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)i) above. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Continuing Letter of Credit shall be deemed to be issued under this Agreement on the Closing Date (to the extent such Continuing Letter of Credit has not been fully drawn or has not expired or been terminated as of the Closing Date) and shall be a Letter of Credit for all purposes hereof (other than subsection 3.4) and the other Loan Documents. (b) Each Letter of Credit shall: (i) be denominated in Dollars (Dollars, an Eligible L/C Currency or Foreign such other Offshore Currency if agreed to by as the Company, the relevant Issuing Bank and the Administrative Agent may from time to time agree, and shall be either (A) a standby letter of credit issued to support obligations of the applicable Issuing LenderCompany or any of its Subsidiaries, contingent or otherwise, or (B) and a commercial letter of credit issued in respect of the purchase of inventory or other goods or services by the Company or any of its Subsidiaries in the ordinary course of business, and (ii) expire no later than the earlier of (xA) 30 calendar days prior to the first anniversary of its Revolving Termination Date and (B) one year after the date of issuance and thereof, provided that, subject to the immediately preceding clause (y) the A), any standby Letter of Credit Maturity Datemay, provided that any at the request of the Company as set forth in the applicable Application, be automatically extended on each anniversary of the issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit with a one-year term may provide for shall have given prior written notice to the renewal thereof for additional one-year periods (which shall in no event extend beyond Company and the date referred to in clause (y) above)36 30 beneficiary of such Letter of Credit that such Letter of Credit will not be extended. (bc) The Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) No Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (collectively, “Letters of Credit”) for the account of the Borrower (or any Restricted Subsidiary, provided the Borrower is liable hereunder in respect of any such Letter of Credit) on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may reasonably be provided or approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, immediately after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsLimit, (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (ziii) the L/C Exposure in respect of Letters of Credit issued by such Issuing Lender has been notified in writing at least one Business Day prior would exceed such Issuing Lender’s L/C Commitment; provided, further, that Barclays shall have no obligation to the issuance thereof by the Borrower, the Administrative Agent or issue any Letter of Credit that is not a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)standby letter of credit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance issuance, unless the Issuing Lender otherwise agrees and (y) the Letter of Credit Maturity date that is five Business Days prior to the Revolving 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face stated amount less than $500,000; or10,000. (viib) The Issuing Lender shall not at any Lender is at that time a Defaulting Lenderbe obligated to issue any Letter of Credit if such issuance would conflict with, unless or cause the Issuing Lender has entered into arrangementsor any L/C Participant to exceed any limits imposed by, including any applicable Requirement of Law or the delivery issuance of Cash Collateral pursuant such Letter of Credit would violate one or more policies of such Issuing Lender applicable to Section 3.10, satisfactory letters of credit generally. (c) The Issuing Lender shall not be under any obligation to amend or extend any Letter of Credit if (A) the Issuing Lender (in its sole discretion) with the Borrower or would have no obligation at such Defaulting Lender time to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either issue the Letter of Credit then proposed to be issued in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit and all other L/C Exposure as to which does not accept the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionproposed amendment thereto.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower Borrowers on a joint and several basis on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total lesser of (i) the Aggregate Commitment less the sum of all outstanding Revolving Credit Loans and (ii) the L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $100,000, (ii) be a standby letter of credit issued to support obligations of the Borrowers or any of their Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date reasonably satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender L/C Provider, in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 2.09, agrees to issue provide standby letters of credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Borrower Co-Issuers on any Business Day during the Letter of Credit Availability Period period commencing on the Series 2007-1 Closing Date and ending on the date that is seven Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may reasonably be approved from time to time by the Issuing LenderL/C Provider; provided that the Issuing Lender L/C Provider shall have no obligation or right to issue (and shall not issue) provide any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent of Available Revolving Commitment at such time Series 2007-1 Class A-1 Outstanding Principal Amount would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Series 2007-1 Class A-1 Maximum Principal Amount. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (ix) be denominated in Dollars (or except to the extent provided in Section 2.07(i) with respect to any Permitted Foreign Currency if Letter of Credit), (y) have a face amount of at least $100,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing LenderL/C Provider) and (iiz) expire no later than the earlier of (xA) the first anniversary of its date of issuance and (yB) the Letter of Credit Maturity date that is seven Business Days prior to the Commitment Termination Date, ; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-periods not to exceed one year periods (which shall in no event extend beyond the date referred to in clause (yB) above). (b) . The Issuing Lender L/C Provider shall not at any time be obligated to issue (and in the case of clause (iiiI) below shall not issue) provide any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Issuing Bank to exceed any limits imposed by, any applicable Requirement of LawLaw or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2007-1 Class A-1 L/C Note which the Co-Issuers shall deliver to the L/C Provider on the Series 2007-1 Closing Date. Such initial Series 2007-1 Class A-1 L/C Note shall be dated the Series 2007-1 Closing Date, shall be registered in the name of the L/C Provider or its nominee, or in such other name as the L/C Provider may request, shall have a maximum principal amount equal to the L/C Commitment, shall have an initial outstanding principal amount equal to the Series 2007-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Series 2007-1 Closing Date will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2007-1 Class A-1 L/C Note in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All L/C Obligations (whether in respect of Undrawn L/C Face Amounts or Unreimbursed L/C Drawings) shall be deemed to be principal outstanding under the Series 2007-1 Class A-1 L/C Note for all purposes of this Agreement, the Indenture and the other Related Documents other than, in the case of Undrawn L/C Face Amounts, for purposes of accrual of interest. Any payment of such principal in respect of Undrawn L/C Face Amounts shall be deposited into a cash collateral account as provided in Sections 4.02 and 4.03. Subject to the terms of this Agreement and the Series 2007-1 Supplement, the outstanding principal amount evidenced by the Series 2007-1 Class A-1 L/C Note may be increased by issuances of Letters of Credit or decreased by expirations thereof or payments of drawings thereunder or other circumstances resulting in the permanent reduction in any Undrawn L/C Face Amounts from time to time. The L/C Provider and the Co-Issuers agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder. (c) The Co-Issuers may from time to time request that the L/C Provider provide a Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Co-Issuers by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may request on behalf of the L/C Issuing Bank. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Section 2.07(a)) and, for any Permitted Foreign Currency Letter of Credit, its Permitted L/C Dollar Cap, and subject to the other conditions set forth herein and in the Series 2007-1 Supplement and upon receipt of confirmation from the Administrative Agent (based, with respect to any portion of the Series 2007-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2007-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1 Maximum Principal Amount, the L/C Provider will cause such Application to be processed and the certificates, documents and other papers and information delivered in connection therewith in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Co-Issuers. The L/C Provider shall furnish a copy of such Letter of Credit to the Master Servicer (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Trustee and the Series 2007-1 Class A Insurers, written notice of the issuance of each Letter of Credit (including the amount thereof and, for any Permitted Foreign Currency Letter of Credit, its Permitted L/C Dollar Cap). (d) The Co-Issuers shall jointly and severally pay fees (the “L/C Quarterly Insured Fees”) with respect to each Letter of Credit at a per annum rate equal to the L/C Quarterly Insured Fees Rate calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Period, shared ratably among the Committed Note Purchasers and payable in arrears on each Quarterly Payment Date in accordance with the applicable provisions of the Indenture. In addition, under the circumstances set forth in Section 3.4 of the Series 2007-1 Supplement, the Co-Issuers shall jointly and severally pay contingent additional fees in respect of the outstanding Letters of Credit in an amount equal to the Series 2007-1 Class A-1 Quarterly Contingent Additional L/C Fees payable pursuant to such Section 3.4 and shared ratably among the Committed Note Purchasers. (e) In addition, the Co-Issuers shall jointly and severally pay to or reimburse the L/C Provider for the following amounts for the account of the applicable L/C Issuing Bank: (i) fronting fees (the “L/C Fronting Fees”) with respect to each Letter of Credit issued by it at a per annum rate equal to the L/C Fronting Fees Rate calculated on the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) during the applicable Interest Period, payable in arrears on each Quarterly Payment Date in accordance with the applicable provisions of the Indenture, and (ii) such normal and customary costs and expenses as are incurred or charged by the L/C Issuing Bank in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit and separately charged to account parties (the “L/C Additional Charges”). Subject to the Priority of Payments, the L/C Additional Charges are due and payable within ten (10) Business Days of demand and are nonrefundable. (f) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply. (g) The Co-Issuers may, upon three Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the unused portion of the L/C Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided further that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (h) The L/C Provider shall have the right to satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder either by issuing such Letter of Credit itself or by causing another Person selected by the L/C Provider to issue such Letter of Credit (the L/C Provider in its capacity as the issuer of such Letter of Credit or such other Person selected by the L/C Provider being referred to as the “L/C Issuing Bank”); provided that the L/C Issuing Bank is a U.S. commercial bank that has, at the time of such issuance, (i) a short-term certificate of deposit rating of not less than “P-1” from ▇▇▇▇▇’▇ and “A-1” from S&P and (ii) a long-term unsecured debt rating of not less than “Aa1” from ▇▇▇▇▇’▇ and “A+” from S&P. (i) No Letter of Credit shall be denominated in any currency other than Dollars unless all of the following conditions have been met (any such Letter of Credit meeting all such conditions being referred to herein as a “Permitted Foreign Currency Letter of Credit”): (i) The foreign currency in which such Letter of Credit is denominated shall be acceptable to the L/C Provider in its sole discretion; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or The Application for such Letter of Credit shall set forth a maximum amount denominated in particular or shall impose upon the Issuing Lender with respect to Dollars for such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it“Permitted L/C Dollar Cap”); (iii) For purposes of determining whether the Issuing Lender has received written notice from any Lenderconditions to issuance set forth in Section 2.07(c)(i) or (ii) shall have been met, the Administrative Agent or Undrawn L/C Face Amount of such Letter of Credit on the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement its issuance shall be deemed to equal its Permitted L/C Dollar Cap; and (iv) By the terms of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 L/C Issuing Bank shall not then be satisfied; obligated to make any payment of any draft thereunder in a Dollar Equivalent Amount greater than the excess, if any, of (ivx) any requested the Permitted L/C Dollar Cap for such Letter of Credit is not in form over (y) the Dollar Equivalent Amount of any other drafts previously presented thereunder. For all purposes of this Agreement and substance acceptable to the Issuing Lenderother Related Documents (including, without limitation, for purposes of determining the Outstanding Principal Amount of any Series 2007-1 Class A-1 L/C Note, the amount of any L/C Monthly Insured Fees or L/C Fronting Fees, or the issuanceSeries 2007-1 Class A-1 Outstanding Principal Amount), amendment or renewal (x) the Undrawn L/C Face Amount of a any Permitted Foreign Currency Letter of Credit shall violate be deemed to equal its Permitted L/C Dollar Cap at all times from and after the date of its issuance unless and until a draft is presented to and paid by the L/C Issuing Bank thereunder, and (y) on any applicable laws date from and after the date on which any draft is presented to and paid by the L/C Issuing Bank thereunder until the Reimbursement Obligations arising from all such drafts are reimbursed in full by the Co-Issuers (through the proceeds of Advances pursuant to Section 2.08(a) or regulations or any applicable policies otherwise), the Undrawn L/C Face Amount of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement shall be deemed to equal the excess, if any, of (A) the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, Permitted L/C Dollar Cap of such Letter of Credit is in an initial face amount less than $500,000; or over (viiB) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including aggregate of the delivery Dollar Equivalent Amounts of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or all drafts presented and paid under such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual on or potential Fronting Exposure, as it may elect in its sole discretionbefore such date.

L/C Commitment. Subject to the terms and conditions set forth herein, the Issuing Lender agrees, in reliance upon the agreements of the Lenders set forth in this Agreement, including Section 2.3 hereof, to issue standby and documentary/commercial letters of credit containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, including each Existing Letter of Credit, being a “Letter of Credit”), at the request of and for the account of the Company from time to time before the Letter of Credit Expiration Date and, as more fully set forth in Section 2.3, each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) Subject the aggregate Stated Amount of all Letters of Credit shall not at any time exceed Twenty Five Million Dollars ($25,000,000) and (b) the Revolving Outstandings shall not at any time exceed the Revolving Commitment (less the amount of any Swing Line Loans and L/C Borrowings outstanding at such time). Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the Letter of Credit so requested complies with the conditions set forth in the proviso to the preceding sentence and the other terms and provisions of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, subject to the terms and conditions of this Agreement, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Subject to the foregoing limitations, the Administrative Agent, the Issuing Lender, the Company and each Lender agrees that any letter of credit issued by the Issuing Lender agrees prior to issue letters the date of credit (“Letters of Credit”) this Agreement for the account of the Borrower on Company or any Business Day during the other Loan Party shall, for all purposes, be deemed to be a Letter of Credit Availability Period in such form under this Agreement and under the other Loan Documents, including, without limitation, as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable letters of credit listed on Exhibit G hereto (the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter “Existing Letters of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv”)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, the “Letters of Credit”) for the account of the Borrower Borrowers on any Business Day during the Letter of Credit Availability Commitment Period but in no event later than the third Business Day prior to the Maturity Date in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the such Issuing Lender shall have no obligation to not issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Aggregate Canadian Facility Lender Exposure, Aggregate Canadian Borrowing Extensions, Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrowing Extensions would exceed the Dollar Equivalent Total L/C Commitments, applicable limitations set forth in subsection 2.1 (y) it being understood and agreed that the Administrative Agent or the Canadian Agent shall calculate the Dollar Equivalent of Available the then outstanding Revolving Commitment at such time would be less than zeroCredit Loans in Canadian Dollars on the date on which the U.S. Borrower Representative or the Canadian Borrower Representative, or (z) as the Issuing Lender case may be, has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender requested that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the L/C Obligations in their sole discretion, each respect of Letters of Credit would exceed $400.0 million. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars (or Foreign Currency if agreed to in the case of the Canadian Facility Letters of Credit only), requested by the Administrative Agent U.S. Borrower Representative or the Canadian Borrower Representative, as the case shall be, and shall be either (A) a standby letter of credit issued to support obligations of the applicable Issuing LenderParent Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) expire unless otherwise agreed by the Issuing Lender, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lender) and, in any event no later than the earlier of third Business Day prior to the Maturity Date (x) except to the first anniversary of its date of issuance and (y) extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit Maturity Date, provided that any issued by the U.S. Facility Issuing Lender shall be deemed to constitute a utilization of the U.S. Facility Commitments and each Letter of Credit issued by the Canadian Facility Issuing Lender shall be deemed to constitute a utilization of the Canadian Facility Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the U.S. Facility Lenders or the Canadian Facility Lenders, as applicable, in accordance with a one-year term may provide their respective U.S. Facility Commitment Percentages or Canadian Facility Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. Facility shall be denominated in Dollars and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian Facility shall be denominated in Dollars or Canadian Dollars and shall be issued for additional one-year periods (which the account of the applicable Canadian Borrower. For greater certainty, no Letters of Credit shall in no event extend beyond be issued under the date referred to in clause (y) above)Canadian Facility on account of a U.S. Borrower. (b) The Unless otherwise agreed by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued on a sight basis only. (c) No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Maturity Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total lesser of (i) the L/C Commitments, Commitment or (yii) the Dollar Equivalent Aggregate Commitment less the aggregate principal amount of all outstanding Loans or (b) the Available Revolving Commitment at such time of any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (in a minimum amount of $100,000 or Foreign Currency if agreed a lesser amount acceptable to by the Administrative Agent and the applicable Issuing Lender) and , (ii) be a standby letter of credit issued to support obligations of the Borrower or any Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (xA) the first anniversary of one year after its date of issuance (unless renewed in accordance with the terms thereof) or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (yiv) be subject to the Letter Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) New York. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to unless the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter context otherwise requires. The Existing Letters of Credit in particular or shall impose upon the Issuing Lender with respect be deemed to such Letter be Letters of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect issued and outstanding under this Agreement on and after the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the Revolving Credit Availability Period Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total lesser of (i) the L/C Commitments, Commitment or (yii) the Aggregate Commitment less the sum of the Dollar Equivalent Amount of the aggregate principal amount of all loans or (b) the Available Revolving Commitment at such time of any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business or otherwise for a purpose consistent with the permitted use of proceeds described in Section 2.7, (iii) expire no later than the earlier of (x) the first anniversary of its date of which is 365 days after the issuance thereof and (y) the Letter of Revolving Credit Maturity Termination Date, provided that any Letter and (iv) be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws 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 (y) above). (b) State of North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing LenderBank; provided PROVIDED that the Issuing Lender Bank shall have no obligation to issue (and shall not issue) any Letter of Credit (i) if there is sufficient availability under the Existing Credit Agreement to issue an Existing Letter of Credit in the requested amount or (ii) if, after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (y) the Dollar Equivalent of Available Revolving Commitment at such time Commitments would be less than zero, zero or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Aggregate L/C Obligations would exceed $24,000,000. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each No Letter of Credit shall be issued hereunder unless after giving effect thereto the Borrower shall be in compliance with the provisions of subsection 2.1(b). (b) Each Letter of Credit shall: (i) be denominated in Dollars and shall be either (A) a standby letter of credit issued to support obligations of the Borrower, contingent or Foreign Currency if agreed otherwise, the terms and conditions of which are satisfactory to the Required Lenders, as evidenced by their prior written approval (a "STANDBY LETTER OF CREDIT"), or (B) a commercial letter of credit issued in respect of the purchase of goods and services by the Administrative Agent Borrower and its Subsidiaries in the applicable Issuing Lender) and ordinary course of business (a "COMMERCIAL LETTER OF Credit"); and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity Date, Termination Date unless cash collateralized as 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 (y) abovesubsection 3.5(d). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby and commercial letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Revolving Loan Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure M#368727 17 Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (iA) be denominated in Dollars in a minimum amount of $1,000,000, (B) be a standby or Foreign Currency if agreed commercial letter of credit issued to by support obligations of the Administrative Agent and Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the applicable ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender) and (ii) expire , which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Revolving Loan Termination Date and (yD) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the Commonwealth 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 (y) above). (b) Virginia. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, NationsBank or an Affiliate, as Issuing Bank, agrees, and other Lenders designated by the Issuing Lender agrees Company with the consent of the Documentation Agent and the Administrative Agent may agree, in each case in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), to issue letters of credit (“together with the Letters of Credit outstanding on the Closing Date issued under (and as defined in) the Existing Amended and Restated Credit Agreement, "Letters of Credit”") for the account of the Borrower Company on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender Bank shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent Aggregate Outstanding Revolving Extensions of Available Revolving Commitment at such time Credit would be less than zero, or exceed the lesser of (zA) the Issuing Lender has been notified aggregate Revolving Credit Commitments then in writing at least one Business Day prior to effect and (B) the issuance thereof by excess of the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth Borrowing Base then in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)effect over Permitted Senior Indebtedness. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars and shall be either (x) a standby letter of credit issued to support obligations of the Company and its Subsidiaries, contingent or Foreign Currency if agreed to otherwise, arising in the ordinary course of business or (y) a documentary letter of credit in respect of the purchase of goods or services by the Administrative Agent Company and its Subsidiaries in the applicable Issuing Lender) ordinary course of business and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the any Borrower on any Business Day during the Letter of Credit Availability Period period from the Effective Date until the Extended Termination Date in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, if (i) after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent face amount of Available Revolving Commitment at such time would be less than zerothe requested Letter of Credit, or (z) when aggregated with all other then outstanding Extensions of Credit, shall not exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied Line Cap at such time). Unless otherwise agreed to by the Administrative Agent and the applicable ; provided further that each Issuing Lender in their sole discretionmay, each but shall not be required to, issue Letters of Credit such that the aggregate L/C Obligations attributable to all such outstanding Letters of Credit issued by such Issuing Lender exceed $500,000,000. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to any other lawful foreign currency which is approved in writing on a case by case basis by the Administrative Agent Issuing Lender and the applicable Issuing Lender) Agent in their sole and absolute discretion and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, or (y) subject to the Letter provisions of Credit Maturity Section 6.01(p), the date that is five (5) Business Days prior to the Extended 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 which, subject to the provisions of Section 6.01(p)) shall in no event extend beyond the date referred to in clause (y) above). Each Application and each Letter of Credit shall be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State of New York. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the Issuing Lender or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which the Issuing Lender in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it; ; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that issuance would violate one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; Lender applicable to letters of credit generally, or (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (viiiv) any Lender is at that such time a Defaulting LenderLender or Deteriorating Lender hereunder, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLender.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 5.4(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x1) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (y2) the Dollar Equivalent of aggregate Available Revolving Commitment at such time RC Commitments would be less than zero, or . (zb) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall shall: (i1) be denominated in Dollars (and shall be a standby letter of credit issued to support obligations of the Borrower and/or the Subsidiaries, contingent or Foreign Currency if agreed otherwise, in respect of insurance obligations, to ▇▇▇▇▇▇▇'▇ compensation board or similar Governmental Authority for ▇▇▇▇▇▇▇'▇ compensation liabilities of the Borrower and/or the Subsidiaries, and for such other purposes as may be approved by the Issuing Lender and the Administrative Agent and the applicable Issuing Lender) and (iisuch consent not to be unreasonably withheld), and (2) expire no later than the earlier of (xi) the first anniversary of its Revolving Credit Termination Date and (ii) 364 days from the date of issuance and (y) the Letter of Credit 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 subject to in clause (y) aboverenewal). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent principal amount of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing outstanding Loans from any Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at Borrower would exceed such time (or otherwise has actual knowledge that Lender's Commitment less such conditions cannot be satisfied at such time)Lender's Commitment Percentage of outstanding Letter of Credit obligations. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $500,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date reasonably satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, by any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit and, to the extent agreed to by an Issuing Lender, bank guarantees and commercial letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (collectively with the Existing Letters of Credit, “Letters of Credit”) for the account of UK Holdco or the account of any of the Restricted Subsidiaries (provided that the Borrower Representative shall be an applicant, and be fully and unconditionally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary) on any Business Day during prior to the Letter of Credit Availability Period date that is thirty (30) days prior to the Revolving Termination Date in such form as may reasonably be approved from time to time by the Issuing LenderLenders; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment, (yii) the aggregate Dollar Equivalent Amount of the Available Revolving Commitment at such time Commitments would be less than zero, zero or (ziii) the L/C Obligation of such Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)would exceed its L/C Sublimit. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars or one or more Alternative Currencies (or Foreign any Letter of Credit denominated in an Alternative Currency, an “Alternative Currency if agreed Letter of Credit”); provided that Royal Bank of Canada, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and their respective affiliates shall not be required to by issue Alternative Currency Letters of Credit without their consent; (ii) have a stated amount acceptable to the Administrative Agent and the applicable relevant Issuing Lender) and , (iiiii) expire no later than the earlier of (x) unless otherwise agreed by the applicable Issuing Lender, the first anniversary of its date of issuance issuance, and (y) the Letter of Credit Maturity date that is 3 Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term the consent of the applicable Issuing Lender may provide for the renewal or extension thereof for additional one-year periods or such longer periods of time as may be agreed by the Issuing Lender (which shall in no event extend beyond the date referred to in clause (y) above, except to the extent the L/C Obligations under such Letter of Credit have been Cash Collateralized); provided, further, that the Issuing Lenders shall not renew or extend any such Letter of Credit if it has received written notice (or otherwise has knowledge) that an Event of Default has occurred and is continuing or any of the conditions set forth in Section 5.2 are not satisfied prior to the date of the decision to renew or extend such Letter of Credit) and (iv) be otherwise reasonably acceptable in all respects to the Issuing Lenders. Unless otherwise directed by the Issuing Lenders, the Borrower Representative shall not be required to make a specific request to an Issuing Lender for any such extension. Once any Letter of Credit has been issued that may be extended automatically pursuant to the foregoing, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Lenders to permit the extension of such Letter of Credit, including to the date that is 3 Business Days prior to the Revolving Termination Date. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. Existing Letters of Credit shall constitute utilization of the Revolving Commitments. Notwithstanding anything herein to the contrary, in no event shall G▇▇▇▇▇▇ S▇▇▇▇ Bank USA or any other Issuing BankLender be required to issue Letters of Credit other than standby letters of credit. (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law; Law or if such issuance would conflict with one or more policies of the Issuing Lender applicable to the issuance by it of letters of credit generally, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the such Issuing Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation Requirement of Law applicable to the such Issuing Lender or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the such Issuing Lender shall prohibit, or request that the such Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the such Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the such Issuing Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Date, or shall impose upon the such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the such Issuing Lender in good ▇f▇▇▇▇ ▇▇▇▇▇ material to it; it or (iii) as otherwise provided in Section 3.2(b) below. (c) Subject to the terms and conditions hereof, (i) Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit outstanding on the Closing Date or (ii) all letters of credit issued for the account of the Borrower Representative or any Restricted Subsidiary and outstanding on the Closing Date and issued by an entity that is an Issuing Lender under this Agreement, which, by its execution of this Agreement, has received written notice from any Lenderagreed to act as an Issuing Lender hereunder and listed on Schedule 3.1 (each, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such an “Existing Letter of Credit”) shall automatically be continued hereunder on the Closing Date by the applicable Issuing Lender, that one or more and as of the applicable conditions contained in Section 5.2 Closing Date the Revolving Lenders shall not then be satisfied; (iv) any requested acquire a participation therein as if such Existing Letter of Credit is not in form were issued hereunder, and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal each such Existing Letter of Credit shall be deemed a Letter of Credit shall violate any applicable laws or regulations or any applicable policies for all purposes of this Agreement as of the Issuing Lender;Closing Date without any further action by the Borrower Representative. (vd) Subject to the terms and conditions hereof, any letter of credit issued for the account of a Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition or other Investment, in each case that is (x) outstanding on the date of such acquisition and (y) issued by an entity that is an Issuing Lender under this Agreement shall, at the request of the Borrower Representative and with the consent of such Issuing Lender in its sole discretion, be deemed to be a “Letter of Credit” for all purposes of this Agreement as of the date of such acquisition; provided that (i) such Letter of Credit contains any provisions providing for automatic reinstatement would otherwise be permitted to be issued under this Section 3 at such time (provided that such Letter of the stated amount after any drawing thereunder; (vi) except as otherwise Credit may be in another currency agreed by the Administrative Agent and the such Issuing Lender, and such Letter of Credit is in shall be deemed an initial face amount less than $500,000; or “Alternative Currency Letter of Credit” hereunder) and (viiii) any Lender is at that time a Defaulting Lenderthe Borrower Representative, unless the Administrative Agent and such Issuing Lender has shall have entered into arrangements, including the delivery an acknowledgment reasonably acceptable to each party thereto confirming that such letters of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to credit shall be treated as having been issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionhereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 2.19(e), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries or Affiliates (or any Joint Venture, provided such Issuing Bank has received all documentation and other information required by regulatory authorities with respect to such Joint Venture under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to such Issuing Bank and the Administrative Agent) on any Business Day during the Letter period from the Closing Date to the date that is five Business Days prior to the Commitment Termination Date of Credit Availability Period such Issuing Bank in such form as may reasonably be approved from time to time by the such Issuing LenderBank; provided that the no Issuing Lender Bank shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) without the Dollar Equivalent consent of the applicable Issuing Bank, (A) in the case of any Principal Issuing Bank, the L/C Exposure Obligations with respect to Letters of Credit issued by such Principal Issuing Bank would exceed $193,000,000 or such other amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Principal Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), and (B) in the case of any other Issuing Bank, the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank would exceed such amount (not to exceed, when added to the Letter of Credit commitments of all other Issuing Banks, the aggregate amount of the Commitments) as may be agreed to by such Issuing Bank and the Borrower in writing from time to time (with prompt notice to the Administrative Agent), (ii) the aggregate principal amount of the Total Extensions of Credit would exceed the Dollar Equivalent Total aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.20 with respect to some but not all of the Lenders, the portion of the L/C Commitments, (y) Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the Dollar Equivalent portion of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior aggregate Commitments attributable to the issuance thereof by Commitments of the Borrower, Lenders with respect to which the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at Commitment Termination Date shall have been extended beyond such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Existing Commitment Termination Date. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (or Foreign Currency if B) have a face amount of at least $1,000,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing LenderBank) and (iiC) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter date that is five Business Days prior to the Commitment Termination Date of Credit Maturity Datethe applicable Issuing Bank, 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 (y) above). . All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. It is agreed that the Borrower shall have the right from and after the Closing Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to documentation other than this Agreement be deemed (b) The Issuing Lender shall not at any time be obligated during the Commitment Period of such Principal Issuing Bank) to issue (and in the case of clause (iii) below shall not issue) any constitute a Letter of Credit if: (i) such issuance issued under this Agreement, and, provided that all requirements of this Agreement that would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation then be applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force issuance of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters such letter of credit generally or if it were then being newly issued as a Letter of Credit hereunder are satisfied (including the satisfaction of the conditions precedent set forth in and Section 4.2), and with the consent of the applicable Principal Issuing Bank, such letter of credit shall be so deemed to constitute a Letter of Credit issued under this Agreement as fully as if it were then newly issued under this Agreement. The applicable Principal Issuing Bank shall provide the Administrative Agent with a copy of each such Letter of Credit in particular or shall impose upon the Issuing Lender accordance with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensatedSection 2.19(b) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionbelow.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 4.4(a), agrees to issue letters of credit (“Letters of Credit”"LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided PROVIDED that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (x1) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (y2) the Dollar Equivalent of aggregate Available Revolving Commitment at such time Commitments would be less than zero, or . (zb) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall shall: (i1) be denominated in Dollars and shall be a standby letter of credit issued to support obligations of the Borrower, Metrocorp, Jewel, and/or their respective Subsidiaries, contingent or otherwise, (A) in respect of insurance obligations, (B) to workman's compensation board or Foreign Currency if agreed similar Governmental A▇▇▇▇▇▇▇▇ for workman's compensation liabilities of the Borrower, Me▇▇▇▇▇▇▇, Jewel, and/or their respective Subsidiaries, (C) in respect of performance bonds or to otherwise support performance by the Borrower, Metrocorp, Jewel, and/or their respective Subsidiaries under contracts and (D) for such other purposes as may be approved by the Issuing Lender and the Administrative Agent and the applicable Issuing Lender) and (iisuch consent not to be unreasonably withheld), and (2) expire no later than the earlier of (xi) five (5) Business Days prior to the first anniversary of its Termination Date and (ii) 364 days from the date of issuance and (y) the Letter of Credit 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 subject to in clause (y) aboverenewal). (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during from the Letter of Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Availability Period Maturity Date in such form as may reasonably be approved from time to time by the Issuing LenderLender and the Administrative Agent; provided provided, that the Issuing Lender shall have no obligation to issue (issue, and the L/C Participants shall not issue) have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Commitment at such time Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless minimum amount of $25,000 unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and , (ii) be a standby or trade letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (xA) one (1) year after the first anniversary date of its date of issuance and (y) the Letter of Credit Maturity Date, provided that but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Bank), and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, 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 (y) above). (b) Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue (issue, and in the case of clause (iii) below L/C Participants shall not issue) have no obligation to participate in, any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower Company on any Business Day during the Letter of Credit Availability Revolving Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the Revolving 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 (y) above). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iic) any orderOn the Closing Date, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such (i) each Existing Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any requestextent outstanding, guideline or directive (whether or not having shall be automatically and without further action by the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such parties thereto deemed converted into a Letter of Credit in particular or shall impose upon pursuant to this Section 3.1 and subject to the Issuing Lender with respect to provisions hereof as if each such Existing Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect had been issued on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iiiii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of each such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Existing Letter of Credit shall violate any applicable laws or regulations or any applicable policies be included in the calculation of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as and L/C Obligations and (iii) all liabilities of the Company and the other Loan Parties with respect to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionsuch Existing Letters of Credit shall constitute Obligations.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 2.8(a), agrees to issue letters of credit (“together with any Designated Letters of Credit”, "Letters of Credit") for the account of the Borrower on any Business Day during the Letter of Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent sum of Available Revolving Commitment at such time the Total Outstanding Extensions of Credit would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Total Commitments. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars or a Foreign Currency, (ii) have a face amount of at least $10,000 or the Foreign Currency if Equivalent thereof (unless otherwise agreed to by the Administrative Agent and the applicable relevant Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five Business Days prior to the 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 (y) above). (b) The No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) if such issuance would conflict with, or cause the any Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (c) On the Closing Date, (i) the Borrower shall provide Schedule 2.6, which Schedule shall list the Designated Letters of Credit, (ii) any ordersuch Designated Letters of Credit shall be deemed to be Letters of Credit issued pursuant to and in compliance with this Section 2.6, judgment or decree (iii) the face amount of any Governmental Authority or arbitrator such Designated Letters of Credit shall by its terms purport to enjoin or restrain be included in the Issuing Lender from issuing, amending or reinstating such Letter calculation of the available L/C Commitment and the Outstanding Committed Extensions of Credit, or any law(iv) the provisions of this Agreement shall apply thereto, rule or regulation applicable to and the Issuing Lender or any request, guideline or directive (whether or not having Borrower and the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender Lenders hereunder hereby expressly assume all obligations with respect to such Letter Letters of Credit any restriction, reserve or capital requirement that they would have if such Letters of Credit had been issued pursuant to this Agreement and (for which the Issuing Lender is not otherwise compensatedv) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more all liabilities of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable Borrower with respect to the Issuing Lender, or the issuance, amendment or renewal of a Letter such Designated Letters of Credit shall violate any applicable laws or regulations or any applicable policies constitute obligations of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionhereunder.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section (a) agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Revolving Availability Period substantially in the form of Exhibit L or in such other form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars Dollars, (or Foreign Currency if ii) have a face amount of at least $100,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five (5) Business Days prior to the Revolving 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 or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Maturity Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent aggregate principal amount of Available outstanding Revolving Commitment at such time Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would be less than zero, or (z) exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Aggregate Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (xa) one (1) year after the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). or (b) the fifth (5th) business day prior to the Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.4.1, agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date to but not including the Three Year Facility Termination Date in such form as may reasonably be requested by the Borrower and approved from time to time by the such Issuing Lender; provided provided, that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C CommitmentsCommitment or (b) the sum of (i) the aggregate principal amount of outstanding Revolving Credit Loans made under the Three Year Facility, (yii) the Dollar Equivalent aggregate principal amount of Available Revolving Commitment at such time would be less than zero, or L/C Obligations and (ziii) the Issuing Lender has been notified in writing at least one Business Day prior to aggregate principal amount of Competitive Bid Loans made under the issuance thereof by Three Year Facility, would exceed the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time)Three Year Facility Commitment. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (iA) be denominated in Dollars Dollars, (B) be a letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and any of its Restricted Subsidiaries, contingent or otherwise, (iiC) expire no on a date not later than one year after the date of issuance thereof and not later than the earlier of (x) the first anniversary of its date of issuance Three Year Facility Specified Maturity, and (yD) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State in which the corporate headquarters 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 relevant Issuing Lender is located or such other jurisdiction as is acceptable to the date referred to in clause (y) above). (b) The relevant Issuing Lender. No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.imposed

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; , provided that the Issuing Lender shall not have no any obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Credit Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of date which is five Business Days prior to the Scheduled Revolving Credit 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 (y) above). On the Effective Date, each “Letter of Credit” under and as defined in the Existing Credit Agreement shall automatically, and without any action on the part of any Person, become a Letter of Credit hereunder. (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 . To the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request extent that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, also the Administrative Agent or the Borrower, at least one (1) Business Day prior it shall promptly provide notice to the requested date Administrative Agent of issuance, amendment, renewal or reinstatement of such any request for a Letter of Credit, that one or more the issuance thereof, any payments thereunder and reimbursements of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) such payments and any requested Letter of Credit is not in form termination, expiration and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionthereof.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other RCF Lenders set forth in subsection 3.4(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the applicable Borrower (other than Canadian ▇▇▇▇▇) on any Business Day during the Letter of Credit Availability Commitment Period but in no event later than the 30th day prior to the RCF Maturity Date in such form as may reasonably be approved from time to time by the respective Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit shall be issued if, after giving effect to such issuance, (xi) the Dollar Equivalent (A) aggregate Canadian RCF L/C Exposure Obligations shall exceed $15,000,000 or (B) the aggregate Extensions of Credit to the U.S. Borrowers, the Canadian Borrowers or any Borrower would exceed the Dollar Equivalent Total L/C Commitments, applicable limitations set forth in subsection 2.2 or 2.5 (y) it being understood and agreed that the U.S. Administrative Agent or the Canadian Administrative Agent shall calculate the Dollar Equivalent of Available Revolving Commitment at such time would be less than zero, or (z) the Issuing Lender then outstanding RCF Loans in Canadian Dollars on the date on which the applicable Borrower has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender requested that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)), (ii) the L/C Obligations in their sole discretion, each respect of Letters of Credit would exceed $400,000,000 or (iii) the Aggregate Outstanding RCF Credit of all the RCF Lenders would exceed the RCF Commitments of all the RCF Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to Canadian Dollars, as requested by the Administrative Agent applicable Borrower, and shall be either (A) a standby letter of credit issued to support obligations of the applicable Issuing LenderParent Borrower or any of its Subsidiaries (other than Canadian ▇▇▇▇▇), contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a "Standby Letter of Credit"), or (B) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or any of its Subsidiaries (other than Canadian ▇▇▇▇▇) in the ordinary course of business (a "Documentary L/C"), and (ii) unless otherwise agreed by the U.S. Administrative Agent or the Canadian Administrative Agent, as applicable, expire no later than the earlier of (xI) the first anniversary of (A) one year after its date of issuance and (yB) the 10th day prior to the RCF Maturity Date, in the case of Standby Letters of Credit (subject, if requested by the applicable Borrower and agreed to by the Issuing Lender, to auto-renewals for successive periods not exceeding one year and ending prior to the 10th day prior to the RCF Maturity Date), or (II) (A) 180 days after its date of issuance and (B) the 30th day prior to the RCF Maturity Date, in the case of Documentary L/Cs. Each Letter of Credit Maturity Date, provided that any issued by the U.S. RCF Issuing Lender shall be deemed to constitute a utilization of the U.S. RCF Commitments and each Letter of Credit issued by the Canadian RCF Issuing Lender shall be deemed to constitute a utilization of the Canadian RCF Commitments, and shall be participated in (as more fully described in following subsection 3.4) by the U.S. RCF Lenders or the Canadian RCF Lenders, as applicable, in accordance with a one-year term may provide their respective U.S. RCF Commitment Percentages or Canadian RCF Commitment Percentages, as applicable. All Letters of Credit issued under the U.S. RC Facility shall be denominated in Dollars and shall be issued for the renewal thereof account of the applicable U.S. Borrower. All Letters of Credit issued under the Canadian RC Facility shall be denominated in Canadian Dollars requested by the applicable Borrower and shall be issued for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above)account of the applicable Borrower. (b) The Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be subject to the Uniform Customs, and, to the extent not inconsistent therewith, the laws of the State of New York. All Letters of Credit shall be issued payable on a sight basis only. (c) No Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iid) any orderNotwithstanding anything contained in Section 3, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the no Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such at any time issue any Letter of Credit in particular or shall impose upon for the Issuing Lender with respect to such Letter account of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good Canadian ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Letter of Credit Revolving Availability Period substantially in the form of Exhibit M or in such other form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent aggregate amount of the Available Revolving Commitment at such time Commitments would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars Dollars, (or Foreign Currency if ii) have a face amount of at least $100,000 (unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit Maturity date that is five (5) Business Days prior to the Revolving 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 or a longer period if agreed to by the Issuing Lender but in no event shall any renewal period extend beyond the date referred to in clause (y) above). Each Letter of Credit shall be denominated in Dollars, issued on a sight basis only and governed by laws of the State of New York (unless the laws of another jurisdiction is agreed to by the respective Issuing Lender) and governed under The International Standby Practices (ISP98). (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Lenders set forth in Section 3.04(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the any Borrower on any Business Day during the Letter of Credit Availability Period period from the Effective Date until the Extended Termination Date in such form as may reasonably be approved from time to time by the such Issuing Lender; provided that the no Issuing Lender shall have no any obligation to issue (and shall not issue) any Letter of Credit if, if (i) after giving effect to such issuance, (x) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent face amount of Available Revolving Commitment at such time would be less than zerothe requested Letter of Credit, or (z) when aggregated with all other then outstanding Extensions of Credit, shall not exceed the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied Line Cap at such time). Unless otherwise agreed to by the Administrative Agent and the applicable ; provided further that each Issuing Lender in their sole discretionmay, each but shall not be required to, issue Letters of Credit such that the aggregate L/C Obligations attributable to all such outstanding Letters of Credit issued by such Issuing Lender exceed $500,000,000. Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to any other lawful foreign currency which is approved in writing on a case by case basis by the Administrative Agent Issuing Lender and the applicable Issuing Lender) Agent in their sole and absolute discretion and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and issuance, or (y) subject to the Letter provisions of Credit Maturity Section 6.01(p), the date that is five (5) Business Days prior to the Extended 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 which, subject to the provisions of Section 6.01(p)) shall in no event extend beyond the date referred to in clause (y) above). Each Application and each Letter of Credit shall be subject to the International Standby Practices (ISP 98) of the International Chamber of Commerce (in the case of Standby L/Cs) or the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of Commerce (in the case of Commercial L/Cs) and, to the extent not inconsistent therewith, the laws of the State of New York. (b) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating issuing such Letter of Credit, or any law, rule or regulation law applicable to the Issuing Lender or any request, guideline request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensatedcompensated hereunder) not in effect on the Closing Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; ; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that issuance would violate one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; Lender applicable to letters of credit generally, or (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (viiiv) any Lender is at that such time a Defaulting LenderLender or Deteriorating Lender hereunder, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) risk with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionLender.

L/C Commitment. (a) Subject to the terms and conditions hereof, -------------- the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“"Letters of Credit”") for the account of the Borrower on any Business Day during from the Letter of Credit Availability Period Closing Date through but not including the Termination Date in such form as may reasonably be approved from time to time by the Issuing Lender; provided provided, that the Issuing Lender shall have no obligation to -------- issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xa) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yb) the Dollar Equivalent Available Commitment of Available Revolving Commitment at such time any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) and in a minimum amount of $250,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (x) the first anniversary of its date of issuance Termination Date and (yiv) be subject to the Letter Uniform Customs and, to the extent not inconsistent therewith, the laws of Credit Maturity Date, provided that any Letter the State 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 (y) above). (b) North Carolina. The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Law; (ii) any order, judgment Credit shall also include extensions or decree modifications of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter existing Letters of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretioncontext otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 2.8(a), agrees to issue letters of credit (“"Letters of Credit”") for the account of the Borrower Company on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; Bank, provided that (i) the Issuing Lender Bank shall have no obligation to issue (and shall not issue) any Letter of Credit if, after giving effect to such issuance, (xA) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Sublimit or (yB) the Dollar Equivalent Aggregate Revolving Credit Outstandings of Available all the Revolving Commitment Credit Lenders at such time would be less than zero, or exceed the Revolving Credit Commitments at such time and (zii) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, Bank shall not issue any Letter of Credit unless it shall have received notice from the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 canissuance of such Letter of Credit will not be satisfied at such time violate clause (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each i) above. (b) Each Letter of Credit shall (i) be denominated in Dollars (Dollars, an Eligible L/C Currency or Foreign such other Offshore Currency if agreed to by as the Company, the Issuing Bank and the Administrative Agent and may from time to time agree, (ii) be either (x) a standby letter of credit issued to support obligations of the applicable Issuing LenderCompany or any of its Subsidiaries, contingent or otherwise or (y) a commercial letter of credit issued in respect of the purchase of goods or services by the Company or any of its Subsidiaries in the ordinary course of business and (iiiii) expire no later than the earlier of (x) the first anniversary date that is 12 months after the date of its date of issuance and (y) the thirtieth Business Day prior to the Revolving Credit Termination Date, provided that, subject to the immediately preceding clause (y), any standby Letter of Credit Maturity Datemay, provided that any at the request of the 34 27 Company as set forth in the applicable Letter of Credit with a one-year term may provide for Application, be automatically extended on each anniversary of the renewal issuance thereof for an additional one-period of one year periods (unless the Issuing Bank which issued such Letter of Credit shall in no event extend beyond have given prior written notice to the Company and the beneficiary of such Letter of Credit at least 30 Business Days prior to the date referred of termination of such Letter of Credit that such Letter of Credit will not be extended and the Issuing Bank shall permit such beneficiary, upon receipt of such notice, to in clause (y) above)draw under such Letter of Credit prior to the date such Letter of Credit otherwise would have been automatically renewed. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender Participant to exceed any limits imposed by, 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to issue standby and commercial letters of credit (“"Letters of Credit”") for the account of the Borrower or any Subsidiary Guarantor on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue (and shall not issue) issue any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, Commitment or (yii) the Dollar Equivalent of Available Revolving Credit Commitment at such time with respect to any Lender would be less than zero, or (z) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall (i) be denominated in Dollars (and shall be a standby or Foreign Currency if agreed commercial letter of credit issued to by support obligations of the Administrative Agent Borrower or the respective Subsidiary Guarantor and its respective Subsidiaries, contingent or otherwise, arising in the applicable Issuing Lender) ordinary course of business and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the Letter of Credit 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 (y) above). (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (c) The Issuing Lender shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.3(a), agrees to issue letters of credit (“together with the Existing Letters of Credit”, "LETTERS OF CREDIT") for the account of the Borrower on any Business Day during the Letter of Revolving Credit Availability Commitment Period in such form as may reasonably be approved from time to time by the Issuing LenderBank; provided that the Issuing Lender shall have no obligation to issue (and Bank shall not issue) issue any Letter of Credit if, after giving effect to such issuance, (xi) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total L/C Commitments, $15,000,000 or (yii) the Dollar Equivalent of aggregate Available Revolving Commitment at such time Credit Commitments of all Lenders would be less than zero, or . (zb) the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied at such time (or otherwise has actual knowledge that such conditions cannot be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit shall shall: (i) be denominated in Dollars Dollars, be in a minimum amount of at least $20,000 and shall be either (x) a standby letter of credit issued to support obligations of the Borrower and its Subsidiaries, contingent or Foreign Currency if agreed to otherwise, not prohibited hereunder (a "STANDBY LETTER OF CREDIT"), or (y) a commercial letter of credit issued in respect of the purchase of good or services by the Administrative Agent Borrower and its Subsidiaries in the applicable Issuing Lender) and ordinary course of business (a "COMMERCIAL LETTER OF CREDIT"); and (ii) expire no later than the earlier of (x) 180 days after its issuance (or, 365 days in the first anniversary case of its date a Standby Letter of issuance Credit), and (y) the fifth business day prior to the Revolving Credit Termination Date; PROVIDED that the immediately preceding clause (x) shall not prevent the Issuing Bank from agreeing that a Letter of Credit Maturity Date, provided will automatically be extended for one or more successive periods not to exceed one year each unless the Issuing Bank elects not to extend for any such additional period; PROVIDED FURTHER that any the Issuing Bank shall deliver a written notice to the Administrative Agent setting forth the last day on which the Issuing Bank may give notice that it will not extend such Standby Letter of Credit (the "NOTIFICATION DATE") at least ten Business Days prior to such Notification Date; and PROVIDED FURTHER that the Issuing Bank shall give notice that it will not extend such Standby Letter of Credit if has knowledge that an Event of Default has occurred and is continuing on such Notification Date, unless such Event of Default has been waived in accordance 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 (y) above)subsection 13.1. (bc) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not inconsistent therewith, the laws of the State of New York. (d) The Issuing Lender Bank shall not at any time be obligated to issue (and in the case of clause (iii) below shall not issue) any Letter of Credit if: (i) hereunder if such issuance would conflict with, or cause the Issuing Lender Bank or any L/C Lender 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 Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall violate any applicable laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.