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 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 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 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, 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 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 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, 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) 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) 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 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 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 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 and/or trade letters of credit (“Letters of Credit”) for the account of the Borrower (provided that any Letter of Credit may be for the benefit of Holdings or any other Group Member) on any Business Day during prior to the Letter end of Credit Availability the Revolving Commitment Period in such form as may reasonably be approved from time to time by the Issuing LenderDollars; provided that neither the Administrative Agent or any of its Affiliates shall have any obligation to issue trade Letters of Credit and provided, further, that 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, (i) (x) the Dollar Equivalent L/C Exposure Obligations would exceed the Dollar Equivalent Total aggregate L/C Commitments, Commitments of all Issuing Lenders or (y) unless the Dollar Equivalent applicable Issuing Lender consents, the aggregate L/C Obligations in respect of all Letters of Credit issued by such Issuing Lender exceed such Issuing Lender’s L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less than zero or (iii) the Available Revolving Commitment at such time of any Revolving 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 (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance unless otherwise agreed by the Issuing Lender in its sole discretion and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that, if requested by the Borrower and accepted by the applicable Issuing Lender in its sole and absolute discretion, a Letter of Credit Maturity Date, provided that any Letter of Credit with a one-year term issued by such Issuing Lender may provide for the renewal thereof for additional one-one year periods containing an expiry date of more than twelve months after the date of issuance (which shall in no event extend beyond the date referred to in clause (y) aboveabove (unless, at least five Business Days prior to the notice period for the then current expiry date, such Borrower shall Cash Collateralize the L/C Obligations with respect to such Letter of Credit in an amount not less than the Minimum Collateral Amount applicable to such Letter of Credit)); provided, however, that (1) any such Letter of Credit shall permit such Issuing Lender to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof (the “Nonrenewal Notice”) not later than a number of days in each such twelve month period to be agreed upon at the time such Letter of Credit is issued, (2) such Issuing Lender shall not (x) permit any such renewal if such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise) or (y) be obligated to permit such renewal if it has received notice (which may be in writing or by telephone (if immediately confirmed in writing)) on or before the day that is seven Business Days before the date of the Nonrenewal Notice from the Administrative Agent, the Majority Facility Lenders in respect of the Revolving Facility or the Borrower that one or more of the applicable conditions set forth in Section 5.2 is not then satisfied and, in each such case, directing such Issuing Lender not to permit such renewal. (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: 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 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 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 ▇▇▇▇▇ ▇▇▇▇▇ 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 issuance of such Letter of Credit, that Credit 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 such Issuing Lender; Lender applicable to letters of credit generally, (v) such Letter of Credit contains any provisions providing for automatic reinstatement of the stated amount after any drawing thereunder; (viiii) except as otherwise agreed by the Administrative Agent and the such Issuing Lender, such Letter of Credit is in an initial face stated amount less than $500,000; or 10,000, (viiiv) such Letter of Credit is to be denominated in a currency other than Dollars, (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder or (vi) any Revolving Lender is at that such time a Defaulting Lender, unless the such Issuing Lender has entered into arrangements, including reallocation of such Lender’s Revolving Percentage of the outstanding L/C Obligations pursuant to Section 2.26(a)(iv) or 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 such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv2.26(a)(iv)) with respect to the Defaulting such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure Obligations as to which the such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. In addition, no Issuing Lender shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed 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 Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or 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 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) 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 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 an L/C currency, (or Foreign Currency if ii) have a face amount of at least the Dollar Amount of $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), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, 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 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). (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 Revolving Lenders set forth in Section 3.10(a), agrees to issue documentary or 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 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) 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 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 Dollarsan L/C currency, (or Foreign Currency if ii) have a face amount of at least the Dollar Amount of $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), unless the Issuing Lender elects, in its sole discretion, not to extend for any such additional period; provided, further, that (i) any Letter of Credit that expires after the Revolving Termination Date shall be Cash Collateralized and (ii) to the extent that the L/C Obligations exceed the L/C Commitment for more than three consecutive Business Days, the Borrower shall promptly, but in any event within two Business Days, 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 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). (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”) 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. (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 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) 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 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 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) 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 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, 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 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 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 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 the Available Revolving Commitment at such time Credit Commitments would be less than zero, or . (zb) Each Letter of Credit shall be denominated in Dollars and expire no later than the Issuing Lender has been notified in writing at least one Business Day prior first anniversary of the date of issuance of such Letter of Credit (subject 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 certain extension provisions acceptable to by the Administrative Agent and the applicable Issuing Lender; it being understood that provisions which provide for the automatic extensions of up to one year unless the Issuing Lender has given a termination notice at least 30 to 60 days prior to the date of such automatic extension shall be permitted), provided, that if the Termination Date occurs prior to the expiration of any Letter of Credit, the Borrower shall, on or prior to the Termination Date, (i) cause all such Letters of Credit to be returned to the Issuing Bank undrawn and marked "cancelled" or (ii) to the extent that the Borrower is unable to replace and return any such Letter of Credit, deposit cash in their sole discretionthe L/C Cash Collateral Account in an amount equal to 105% of the face amount of all such Letters of Credit, each as collateral security for the Borrower's reimbursement obligations in connection therewith, such cash to be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of the Borrower's reimbursement obligations in respect of all such Letters of Credit and all other Obligations then outstanding under this Agreement. Each Letter of Credit that remains outstanding as of the date of a refinancing of the Lenders' Revolving Credit Commitments under this Agreement pursuant to an exit facility agented by the Agents as contemplated under the Plan of Reorganization shall be rolled into, and deemed to be, letters of credit outstanding under such facility. (c) Each Letter of Credit shall (i) be denominated in Dollars (or Foreign Currency if agreed subject to by the Administrative Agent and Uniform Customs and, to the applicable Issuing Lender) and (ii) expire no later than extent not inconsistent therewith, the earlier 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)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 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, 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”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, 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, 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, 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, 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 (“Letters of Credit”) Credit for the account of the US 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, (x) based upon the Dollar Equivalent Amount of all outstanding Loans and L/C Exposure Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the Dollar Equivalent Total lesser of (a) the L/C Commitments, Commitment or (yb) the Dollar Equivalent Revolving Credit Commitment less the sum of Available Revolving Commitment at such time would be less than zero(A) during the Reserve Period, or the Reserve Amount and (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)aggregate principal amount of all outstanding Loans. Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, each Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars (in a minimum amount of $30,000 or Foreign Currency if agreed a lesser amount acceptable to by the Administrative Agent and the applicable Issuing Lender) Lender and the Administrative Agent, (ii) be a standby letter of credit or a trade letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (xA) five (5) Business Days prior to the first anniversary of Maturity Date and (B) one year after its date of issuance issuance, and (yiv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Maturity Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. As of the Closing Date, provided that any each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a 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 issued and outstanding hereunder. 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 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 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 letters of credit (“Letters of Credit”) for the account of the Borrower (or, with the consent of the applicable Issuing Lender, any Group Member) 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, (xi) the Dollar Equivalent L/C Exposure would exceed an amount equal to the Dollar Equivalent Total L/C Commitments, (y) the Dollar Equivalent of Available Revolving Commitment Commitments at such time minus the General Letter of Credit Basket Utilization at such time, (ii) the Available Revolving Commitments would be less than zerozero at such time, or (ziii) an Overadvance would exist at such time. Except as otherwise agreed by the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof by the Borrower, and 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 (i) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which which, except as otherwise agreed by the Issuing Lender and the Administrative Agent in their sole discretion, shall in no event extend beyond the date referred to in clause (y) above)) and (ii) in the event that the Issuing Lender and the Administrative Agent agree to issue a Letter of Credit with an expiration date that is after the Letter of Credit Maturity Date, such Letter of Credit shall be required to be Cash Collateralized on or prior to the Letter of Credit Maturity Date in an amount equal to 105% of the L/C Exposure attributable to such Letter of Credit in accordance with Section 3.10. Each Letter of Credit shall be denominated in Dollars, or, in the sole discretion of the Issuing Lender with respect to any particular Letter of Credit, an alternative foreign currency. For purposes of this Agreement, the stated amount of any Letter of Credit issued in an alternative currency shall be converted into Dollars from time to time by the Issuing Lender and upon any drawing under 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, 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 ▇f▇▇▇▇ ▇▇▇▇▇ material to it; (iii) subject to the provisions of Section 1.5 to the extent an LCA Election has been made with respect to any acquisition corresponding to the issuance of such Letter of Credit, 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 less than $500,00025,000; 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 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 in such form as may reasonably be approved from time to time by the such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; 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 aggregate amount of such Issuing Lender’s 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 such Issuing Lender) and (iiiii) expire no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the Letter of Credit Maturity date that is three (3) Business Days prior to the Revolving Termination Date, ; provided that any Letter of Credit with a one-year term may provide for automatic renewals pursuant to Section 3.8(b). Each Letter of Credit shall be governed by laws of the renewal thereof for additional one-year periods State of New York (which shall in no event extend beyond unless the date referred laws of another jurisdiction is agreed to in clause (y) aboveby the respective Issuing Lender). (ba) 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: hereunder if (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) 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 such issuing the Letter of Credit, or any law, rule or regulation Requirements 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 the Letter of Credit in particular or shall impose upon the such Issuing Lender with respect to such the 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 ▇▇fa▇▇▇ ▇▇▇▇▇ material ▇aterial to it; it and (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 issuance 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 would violate one or more policies of 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 discretionapplicable to letters of credit generally.

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) aboveabove may provide for automatic renewals pursuant to Section 3.8(b). 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: hereunder if (i) 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 issuing the Letter of Credit, or any law, rule or regulation Requirements of 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 the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such the 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 Amendment No. 6 Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Amendment No. 6 Effective Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; it and (iii) the Issuing Lender has received written notice from any Lender, issuance of 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 Credit 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; (v) such Letter Lender applicable to 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) 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 generally.

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.

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, 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. (b) 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, 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 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, each Issuing Lender, in reliance on the Issuing Lender agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and 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 applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Letter of Credit Availability Commitment Period but in no event later than the fifth (5th) day prior to the 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 shall be issued if, after giving effect to such issuance, (i) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $20.035.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Commitments of all the Revolving Credit Lenders then in effect.; provided, further that in the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no Issuing Lender shall be required to issue or arrange for such Letter of Credit to the extent (x) the Dollar Equivalent L/C Defaulting Lender’s Letter of Credit Exposure would exceed the Dollar Equivalent Total L/C Commitments, with respect to such Letter of Credit has not been reallocated pursuant to Section 4.15(d) or (y) such Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate its risk with respect to the Dollar Equivalent participation in such Letter of Available Revolving Commitment at Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such time would Defaulting Lender’s Letter of Credit Exposure. (b) Each Letter of Credit shall be denominated in Dollars, in an aggregate principal amount no less than zero$50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (a “Standby Letter of Credit”), or (zii) a commercial letter of credit in respect of the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof purchase of goods or services by the Parent Borrower, the Administrative Agent or any of its Restricted Subsidiaries (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“Commercial L/C”). Unless , and unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender and, in their sole discretionthe case of clause (B) below, 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) Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) 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.fifth

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 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 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 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 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)Credit 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 $1,000,000, or Foreign Currency if in such other amount as 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 on a date no more than one (1) year from the issuance thereof, which date shall be no later than five (5) 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 ISPA 98, as set forth in the Application or as to be 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 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 to such Letter of Credit any restrictionbe, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on from 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 Letters 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 discretionhereunder.

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 five (5) Business Days prior to 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 principal amount of outstanding Protective Advances, 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. (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) 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 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, each Issuing Bank, in reliance on the Issuing Lender agreements of the other Lenders set forth in subsection 3.9, 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 exceed the L/C Commitment, (ii) the Standby Letter of Credit Outstandings at such time would exceed $100,000,000, (iii) the Aggregate Revolving Credit Outstandings at such time would exceed the aggregate amount of the Revolving Credit Commitments at such time, (iv) in the case of Letters of Credit issued in currencies other than zeroDollars 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 or (zv) in the Issuing Lender has been notified in writing at least one Business Day case of Letters of Credit issued prior to the issuance thereof by the Borroweroccurrence of a Collateral Release Event, the Administrative Agent or a Revolving Lender that the funding conditions set forth in Section 5.2 cannot be satisfied Aggregate Outstanding Extensions of Credit at such time (or otherwise has actual knowledge that such conditions cannot be satisfied would exceed the Borrowing Base 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 3.7) and the other Loan Documents and (y) a Trade Letter of Credit or a Standby Letter of Credit, as applicable, for purposes of subsections 3.8(b) and 3.8(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 "Trade 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 have given at least sixty days prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed, in no event extend beyond which case such Letter of Credit may, at the date referred option of the Borrower, provide that the beneficiary of such Letter of Credit will be entitled to in clause (y) above)draw on such Letter of Credit at any time during the thirty days prior to the expiry thereof. (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. 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 Lenders' Purchase of L/C Participations in Letters of Credit. ------------------------------------------------------------ Immediately upon the issuance of each Letter of Credit (including the deemed issuance of the Existing Letters of Credit set forth on Schedule 1.1(c) on the --------------- Closing Date), each Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuing Lender, on the terms and conditions hereofhereinafter stated, for such Lender's own account and risk, a participation (each, an "L/C Participation") in such Letter of Credit and drawings thereunder ----------------- in an amount equal to such Lender's Pro Rata Share in the Issuing Lender's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each Lender unconditionally and irrevocably 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 with the Issuing Lender shall have no obligation to issue (and shall not issue) that, if a draft is paid under 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 reimbursed 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 full by the Administrative Agent and Borrowers in accordance with the Issuing Lenderterms of this Agreement, 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 shall pay to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate upon demand at the Issuing Lender’s actual 's address for notices specified herein an amount equal to such Lender's Pro Rata Share of the amount of such draft, 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 any part thereof, which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionis not so reimbursed.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender ISSUING BANK, in reliance on the agreements of the other LENDERS set forth in Section 2.6.4, agrees to issue letters of credit (collectively referred to as the “Letters of CreditLETTERS OF CREDIT”) for the account of the Borrower any BORROWER on any Business Day BUSINESS DAY during the Letter of Credit Availability Period COMMITMENT PERIOD in such form as may reasonably be approved from time to time by the Issuing LenderISSUING BANK; provided provided, that the Issuing Lender no LETTER OF CREDIT shall have no obligation to issue (and shall not issue) any Letter of Credit be issued if, after giving effect to such issuance, thereto (xi) the Dollar Equivalent amount of the L/C Exposure OBLIGATIONS plus the principal balance of the LOANS would exceed the Dollar Equivalent Total amount of the TOTAL COMMITMENT in effect at such time (ii) 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 effect at such time or (iii) a DEFAULT or otherwise has actual knowledge that such conditions cannot EVENT OF DEFAULT shall exist or be satisfied at such time). Unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender in their sole discretion, continuing; (b) each Letter of Credit shall LETTER OF CREDIT: (i) shall be denominated in United States Dollars and shall be a standby letter of credit (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 except 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; CO. L/C); and (ii) shall be for the account of a BORROWER; (iii) shall have an expiration date no later than 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; REVOLVING LOAN MATURITY DATE; and (iv) any requested Letter may during the COMMITMENT PERIOD be extended at the sole discretion of Credit is not the ISSUING BANK for additional periods of up to one year each (but in form and substance acceptable no event to expire later than the REVOLVING LOAN MATURITY DATE) upon written request from the BORROWERS to the Issuing Lender, ISSUING 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 BORROWERS and the Issuing LenderISSUING BANK) before the date upon which notice of extension is otherwise required by the terms thereof; and (c) each LETTER OF CREDIT shall be subject to ISP98 and, 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 extent not inconsistent therewith, the Borrower or such Defaulting Lender to eliminate laws of 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 State 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 discretionMaryland.

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 Section 2.23(c), agrees to issue standby letters of credit (“Letters of Credit”) denominated in a Permitted Currency 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 date which is five (5) Business Days prior to the Revolving Maturity Date in such form as may reasonably be approved from time to time by the Issuing LenderBank and the Agent; provided 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, (x) based upon the Equivalent Dollar Equivalent Amount of all outstanding Revolving Loans and L/C Exposure Obligations, (a) the L/C Obligations would exceed the Dollar Equivalent Total lesser of (i) the L/C Commitments, Commitment or (yii) the Dollar Equivalent of Available Revolving Commitment at such time less the amount of all outstanding Revolving Loans, Swingline Loans and Competitive Bid Loans or (b) the unused portion of the Revolving Commitment 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 (a Permitted Currency in a minimum amount of $100,000, or Foreign Currency if such lesser amounts as may be agreed to by the Administrative Agent and Issuing Bank, (or the applicable Issuing Lender) and Alternative Currency Amount thereof with respect to any Alternative Currency Letter 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, and (iii) expire on a date satisfactory to the Issuing Bank and the Agent, which date shall be no later than five (5) Business Days prior to the earlier Revolving Maturity Date. As of (x) the first anniversary of its date of issuance and (y) Closing Date, the Existing Letter of Credit Maturity Dateshall constitute, provided that any for all purposes of this Agreement and the other Loan Documents, a 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) issued and outstanding hereunder. 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 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 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) Prior to the date hereof, the Existing Issuing Lender has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters 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 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, “Letters of Credit”) for the account of the Borrower or any Subsidiary 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 CommitmentsCommitment (provided further that Bank of America, N.A., in its capacity as Issuing Lender, shall have no obligation to issue any Letter of Credit, if after giving effect to such issuance, the L/C obligations in respect of Letters of Credit issued by it would exceed $40,000,000) 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 agreed to any other currency deemed acceptable by the Administrative Agent and the applicable Issuing Lender) , each in its sole discretion 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 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 . In the case of clause (iii) below shall not issue) any Letter of Credit if: (i) such issuance would conflict withdenominated in any currency other than Dollars, or cause it is understood and agreed that, for all purposes of this Agreement, the Issuing Lender or face amount and drawable amount thereof at the time of issuance, and the amount of any unreimbursed drawing in respect thereof at the end of each subsequent L/C Lender to exceed any limits imposed by, Fee Payment Date or on any applicable Requirement date of Law; (ii) any ordermeasurement hereunder, judgment or decree shall be deemed to be the equivalent in Dollars of any Governmental Authority or arbitrator shall such amount at such time, in each case as reasonably determined 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 Administrative Agent in a manner acceptable 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 fromAdministrative Agent, 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 Borrower 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 respect 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 Lender, in reliance on the Issuing Lender agreements of the other U.S.$ Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) Credit for the account of any Borrower (other than the Canadian Borrower) (or, if a Letter of Credit is for the account of a Subsidiary that is not a Borrower, jointly for the account of a Borrower and such Subsidiary) 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 (A) 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 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 zero, (ii) in the case of a Letter of Credit to be issued in Euros, (x) the aggregate principal amount of all Revolving Loans made in Euros, together with all L/C Obligations in such currency, would exceed Euro 20,000,000 or (zy) the Issuing Lender has been notified aggregate L/C Obligations denominated in writing at least one Business Day prior Euros would exceed Euro 5,000,000, and (B) Bank of America, N.A. shall have no obligation to issue any Letter of Credit other than the issuance thereof by the Borrower, the Administrative Agent or a Revolving Lender Existing Letters of Credit 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)shall remain outstanding until their respective expiration dates. 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 U.S. Dollars (or Foreign Currency if agreed to Euros, as selected by the Administrative Agent and the applicable Issuing Lender) Borrower, 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 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 Issuing Lender or any L/C Lender Participant to exceed any limits imposed by, any applicable Requirement of Law;. (iic) The Administrative Agent will determine the Dollar Equivalent amount of the L/C Obligations with respect to 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 when issued, when drawn 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, unless the Administrative Agent or has previously determined such Dollar Equivalent amount during such month, as of the Borrower, at least one (1) last 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 discretioneach month.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender Lender, in reliance on the agreements of the Borrower contained herein, agrees to issue letters of credit (“Letters of Credit”) Credit for the account of the Borrower or any Subsidiary on any Business Day during the Letter term of the Revolving Credit Availability Period Commitment 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, the conditions of Section 2.01(b) and (xc) the Dollar Equivalent L/C Exposure would exceed the Dollar Equivalent Total L/C Commitmentsnot be satisfied; and provided, (y) the Dollar Equivalent further, that no Letter of Available Revolving Commitment at such time would Credit shall be issued in a face amount of less than zero, or $75,000. (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 (i) be denominated in Dollars (or Foreign Currency if agreed to by the Administrative Agent and the applicable Issuing Lender) Dollars; and (ii) expire no later than (x) with respect to Standby Letters of Credit, the earlier of (xA) the first anniversary of its Revolving Credit Termination Date and (B) 365 days after the issue date of issuance such Standby Letter of Credit, and (y) with respect to documentary Letters of Credit, the earlier of (A) the Revolving Credit Termination Date and (B) 180 days after the issue date of such documentary Letter of Credit. (c) 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 State of New York, without giving effect to the date referred to in clause (y) above)conflicts of laws principles thereof. (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 to exceed any limits imposed by, any applicable Requirement of Law;. (iie) any order, judgment or decree The responsibility of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuingto the Borrower in connection with any draft presented for payment under any Letter of Credit shall, amending or reinstating in addition to any payment obligation expressly provided for in such Letter of Credit, or any law, rule or regulation applicable be limited 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 determining that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or documents (including each draft) delivered under such Letter of Credit in particular or shall impose upon the Issuing Lender connection with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not presentment are 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) conformity 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 otherwise comply with the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretionUniform Customs.

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 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 such Issuing Lender and (ii) in the Issuing Lendercase 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 5.3; provided further that any Secured Letter of Credit may have an expiration date up to 364 days after the Termination Date. (b) 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 subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and 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 applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Restricted Subsidiary on any Business Day during the Letter of Credit Availability Commitment Period but in no event later than the fifth day prior to the 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 shall be issued if, after giving effect to such issuance, (xi) the Dollar Equivalent aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in subsection 2.1, (ii) the L/C Exposure Obligations in respect of Letters of Credit would exceed $50.0 million or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the Dollar Equivalent Total L/C CommitmentsCommitments of all the Revolving Credit Lenders then in effect. (b) Each Letter of Credit shall be denominated in Dollars, (y) the Dollar Equivalent of Available Revolving Commitment at such time would be in an aggregate principal amount no less than zero$50,000 and shall be either (i) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower or its Restricted Subsidiaries, and for general corporate purposes, of the Parent Borrower or any of its Restricted Subsidiaries (a “Standby Letter of Credit”), or (zii) a commercial letter of credit in respect of the Issuing Lender has been notified in writing at least one Business Day prior to the issuance thereof purchase of goods or services by the Parent Borrower, the Administrative Agent or any of its Restricted Subsidiaries (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“Commercial L/C”). Unless , and unless otherwise agreed to by the Administrative Agent and the applicable Issuing Lender and, in their sole discretionthe case of clause (B) below, 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) Agent, expire no later than the earlier of (xA) the first anniversary of one year after its date of issuance and (yB) the fifth Business Day prior to the Termination Date; provided that, notwithstanding any extension of the Termination Date pursuant to subsection 2.8, unless otherwise agreed, no Issuing Lender shall be obligated to issue a Letter of Credit Maturity that expires beyond the non-extended Termination Date. (c) Notwithstanding anything to the contrary in subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit with is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a onespecific request to such Issuing Lender for any such renewal. Once an Auto-year term Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may provide for not require) the applicable Issuing Lender to permit the renewal thereof for additional one-of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year periods (which shall in no event extend beyond from the date referred of such renewal and (ii) the fifth Business Day prior to in clause (y) above). (b) The the Termination Date; provided that such Issuing Lender shall not permit any such renewal if (x) such Issuing Lender has determined that it would have no obligation at any such 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 its renewed form under the terms hereof (by reason of the provisions of subsection 3.2(c) 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 Dateotherwise), 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; (iiiy) the Issuing Lender it has received written notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to the proviso of the first sentence of this clause (c), (1) from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior that any Lender directly affected thereby has elected not to the requested date of issuance, amendment, permit such renewal or reinstatement of such Letter of Credit(2) from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions contained specified in Section 5.2 shall 6 are not then be satisfied; (iv) any requested , or that the issuance of such Letter of Credit is not would violate subsection 3.1. (d) Each Letter of Credit issued by an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in form (as more fully described in the following subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and substance acceptable to shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, or so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary. (e) Unless otherwise agreed by the issuanceapplicable Issuing Lender and the Parent Borrower, amendment or renewal of a each Letter of Credit shall violate any applicable be governed by, and shall be construed in accordance with, the laws or regulations or any applicable policies of the Issuing Lender; (v) such Letter State 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 New York, 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 extent not prohibited by such laws, the Borrower or such Defaulting Lender ISP shall apply 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 each standby Letter of Credit and all other L/C Exposure as the Uniform Customs shall apply to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect each commercial Letter of Credit. The ISP shall not in its sole discretionany event apply to this Agreement. All Letters of Credit shall be issued on a sight basis only.

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 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) 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 Committed Extensions of Available Revolving Credit of any Lender would exceed such Lender's Commitment at such time would be less than zero, or (zc) the Issuing Lender has been notified in writing at least one Business Day prior to aggregate principal amount of all outstanding Loans plus the issuance thereof by L/C Obligations 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)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 (and shall be a standby letter of credit issued to support obligations of the Borrower or Foreign Currency if agreed to by any of its Subsidiaries, contingent or otherwise, incurred in the Administrative Agent and the applicable Issuing Lender) and ordinary course of business, (ii) expire on a date no later than the earlier of (x) one year from the first anniversary of its date of issuance and thereof (y) subject to automatic renewal, if applicable, unless the Issuing Bank provides advance written notice that such Letter of Credit Maturity Datewill not be renewed) and the Termination Date and (iii) 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). (b) State of 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 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 and for the benefit of the Borrower or any Subsidiary of the 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 such Issuing Lender; provided that the such 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 the Utilized Revolving Commitment at such time Commitments would be less greater 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)Loan 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 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 (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 of Credit the Borrower shall, not later than (A) five days preceding the Maturity Date, cash collateralize in accordance with a one-year term may provide for Section 5.9, on terms and conditions satisfactory to the renewal thereof for additional one-year periods (which shall in no event extend beyond Administrative Agent and Issuing Lenders, an amount equal to 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 Obligations with respect to such Letter Letters of Credit any restrictionCredit, reserve or capital requirement (for which if the Issuing Lender is not otherwise compensated) not Borrower’s Rating in effect on the Closing Dateis at least BBB- as published by S&P, 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 is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (B) fifteen days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions reasonably satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit if (1) the Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ material to it; or is lower than BBB- as published by Fitch, or (iii2) no Rating of the Borrower exists; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for the Borrower 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 Borrower by an Issuing Lender has received written notice from any Lender, after the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of Maturity Date. Amounts held in such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 cash collateral account shall not then be satisfied; (iv) any requested Letter of Credit is not in form held 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 applied by the Administrative Agent in the manner and for the Issuing Lender, such Letter of Credit is purposes set forth 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)(iv10.2(c)) 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 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. (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) 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 ▇▇▇▇▇▇ 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 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.