Common use of L/C Commitment Clause in Contracts

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during the Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect of Letters of Credit would exceed $125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement issue Letters of Credit for the account of the applicable US Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during from the Commitment Period Closing Date to but in no event later than not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) based upon the Aggregate Tranche A Credit ExtensionsDollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 lesser of (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (iia) the L/C Obligations in respect Commitment or (b) the Revolving Credit Commitment less the sum of Letters (A) during the Reserve Period, the Reserve Amount and (B) the aggregate principal amount of Credit would exceed $125,000,000all outstanding Loans. 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 Canadian Dollarsa lesser amount acceptable to the Issuing Lender, requested by the Borrower Representative and shall (ii) be either (A) a standby letter of credit or a trade letter of credit issued to support obligations of the Parent US 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 business, (iii) expire on 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) 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 fifth earlier of (A) five (5) Business Day Days prior to the Maturity Date and (except B) one year after its date of issuance, and (iv) be subject to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to Uniform Customs and/or ISP98, as set forth in the relevant Issuing Lender). Each Letter of Credit issued Application or as determined by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsand, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option . As of the Borrower Representative) Closing Date, each of the Uniform Customs Existing Letters of Credit shall apply to each standby constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit, Credit issued and the Uniform Customs shall apply to each commercial Letter of Creditoutstanding hereunder. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower on any Business Day during from the Commitment Period Closing Date to, but in no event later than not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the Aggregate Tranche A Credit Extensions, aggregate amount of L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the L/C Commitment or (b) the aggregate amount of L/C Obligations in respect of Letters of Credit would exceed $125,000,000the Borrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative a Permitted Currency and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent 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 (iii) expire on 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) 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 that is no later than the fifth (5th) Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each provided that any such Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsmay, and shall be participated in (as more fully described in the following subsection 3.4A) by the Tranche A Lenders in accordance its terms and otherwise consistent with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars this Agreement, provide for automatic annual renewals and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit (B) expire on a date that remain outstanding and undrawn on is after the Maturity Date shall be either 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, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable collateralized in a manner satisfactory to the relevant Issuing Lender. (b) Unless otherwise agreed to by 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 Borrower Representative on behalf Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iv) be subject to ISP98 and, to the applicable Borrower at the time of issuance, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. 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 Letter of Credit issued and outstanding hereunder.

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 constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “"Letters of Credit” or “L/Cs”") for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent aggregate amount of the then outstanding Available Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect of Letters of Credit Commitments at such time would exceed $125,000,000be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollarsin euro and (ii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, requested by expire no later than the Borrower Representative and shall be either earlier of (Ax) a standby letter of credit issued to support obligations of the Parent Borrower or any first anniversary of its Subsidiaries, contingent or otherwise, date of issuance and (y) the date which finance is five Business Days prior to the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business Scheduled Revolving Credit Termination Date; provided that (a “Standby i) any Letter of Credit”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) 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”above), and (ii) 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed under any obligation to constitute issue a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, (Euro) if the laws obligation of the State of New York, and any Lender to the extent not prohibited by make Revolving Credit Euro Loans is suspended at such laws, the ISP time pursuant to Section 2.17 or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this AgreementSection 2.22. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 5.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of any Borrower requesting the Borrowers same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Commitment Period but in no event later than Closing Date until the fifth date that is ten Business Day Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or L/C Commitment (ii) the L/C Obligations in respect aggregate amount of Letters the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of Credit such Borrower would exceed $125,000,000such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) have a face amount of at least $100,000 (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 applicable Issuing Lender) and, in any event and expire no later than the fifth earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Day 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, the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lenders, an amount equal to the L/C Obligations with respect to such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) 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 the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (except ii) each Lender shall be reinstated, to the extent any such cash collateralized collateral, the application thereof or backstopped pursuant reimbursement in respect thereof is required to arrangements reasonably acceptable be returned to the relevant Borrower by an Issuing Lender)Lender after the Maturity Date. Each Letter of Credit issued Amounts held in such cash collateral account shall be held and applied by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described Administrative Agent in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars manner and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lenderpurposes set forth in Section 10.2(c). (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement requirement of Lawlaw. (c) Each Issuing Lender’s share of the aggregate L/C Commitment (so determined) shall not exceed the amount that such Issuing Lender has agreed shall be its “Maximum L/C Commitment”. Each Issuing Lender listed in Schedule 1.1 hereby agrees that its “Maximum L/C Commitment” shall be the amount set forth opposite the name of such Issuing Lender in Schedule 1.1. The “Maximum L/C Commitment” of any Issuing Lender that becomes an Issuing Lender after the date hereof pursuant to the definition of the “Issuing Lender” shall be the amount specified by the Lead Arrangers in consultation with and satisfactory to the Borrowers and such Issuing Lender. In no event shall any Issuing Lender be obligated to increase its “Maximum L/C Commitment” upon any Commitment Increase pursuant to Section 2.6. Concurrently with any reduction of the Revolving Loan Commitments pursuant to Section 2.5, the “Maximum L/C Commitment” of each Issuing Lender shall be automatically reduced pro rata.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower on any Business Day during from the Commitment Period Closing Date to, but in no event later than not including, the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided provided, that such no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (ia) the Aggregate Tranche A Credit Extensions, aggregate amount of L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (ii) the L/C Commitment or (b) the aggregate amount of L/C Obligations in respect of Letters of Credit would exceed $125,000,000the Borrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative a Permitted Currency and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent 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 (iii) expire on 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) 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 that is no later than the fifth (5th) Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each provided that any such Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsmay, and shall be participated in (as more fully described in the following subsection 3.4A) by the Tranche A Lenders in accordance its terms and otherwise consistent with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars this Agreement, provide for automatic annual renewals and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit (B) expire on a date that remain outstanding and undrawn on is after the Maturity Date shall be either 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, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable collateralized in a manner satisfactory to the relevant Issuing Lender. (b) Unless otherwise agreed to by 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 Borrower Representative on behalf Maturity Date, all the L/C Participants are released from their L/C Obligations pertaining to such Letters of Credit) and (iv) be subject to ISP98 and, to the applicable Borrower at the time of issuance, each Letter of Credit shall be governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. 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 Letter of Credit issued and outstanding hereunder.

L/C Commitment. (a) The Existing Letters of Credit will, from and after the Closing Date, be deemed to be Letters of Credit issued under this Agreement on the Closing Date. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for issue at the account request of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the each a “Letters Letter of Credit” or “L/Cs”) for the account of the Borrowers any Group Member on any Business Day during the Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such (i) the Borrower shall not request, and no Issuing Lender shall not issue be required to issue, any Letter of Credit if, if after giving effect to such issuanceissuance (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (iA) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 sum of (it being understood and agreed that the Administrative Agent shall calculate x) 105% of the Dollar Equivalent of the then outstanding Revolving Letters of Credit Loans denominated in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable L/C Foreign Currencies issued by such Issuing Lender issue a Letter plus (y) the outstanding amount of all Letters of Credit for purposes issued by such Issuing Lender other than those denominated in L/C Foreign Currencies would exceed such Issuing Lender’s L/C Commitment then in effect, (B) the sum of determining compliance with this clause (i)x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the outstanding amount of all Letters of Credit other than those denominated in L/C Foreign Currencies would exceed the L/C Sublimit then in effect, or (C) the sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in L/C Foreign Currencies plus (y) the amount of the Extensions of Credit other than Letters of Credit denominated in L/C Foreign Currencies would exceed the Total Commitments then in effect and (ii) the L/C Obligations in Borrower shall be a co-applicant, and jointly and severally liable with respect of Letters to, each Letter of Credit would exceed $125,000,000issued for the account of any other Group Member. Each Letter of Credit shall (ix) be denominated in Dollars or Canadian Dollarsor, requested if agreed by the Borrower Representative applicable Issuing Lender, any L/C Foreign Currency and shall be either (y) except as set forth in the next succeeding sentence, expire no later than the earlier of (A) a standby letter of credit issued to support obligations of the Parent 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) unless otherwise agreed by the Issuing Lender, mature not more than twelve months date that is one year after the date of issuance of such Letter of Credit and (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing LenderB) and, in any event no later than the fifth Business Day thirty (30) days prior to the Maturity Termination Date then in effect; provided, that any Letter of Credit with a one-year tenor may provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year periods (except which shall in no event extend beyond the date referred to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant in foregoing clause (B). If agreed by an Issuing Lender). Each Letter , Letters of Credit issued by the such Issuing Lender may have an expiration date that exceeds one year (but in all events shall be deemed expire no later than thirty (30) days prior to constitute a utilization the Termination Date then in effect); provided that the Borrower shall not request the issuance of any such Letter of Credit if the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All aggregate face amount of all such Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable date of such request and giving effect to the relevant Issuing Lenderproposed issuance would exceed the Dollar Equivalent of $10,000,000. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No An Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in subsection Section 3.4(a) and of the other French Party Lenders set forth in Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit and/or bank guarantees, but, with regard to bank guarantees, only to the extent a Lender has agreed in writing to issue bank guarantees (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing any Designated Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower, any Foreign Subsidiary Borrower, or any other Subsidiary of the Borrower (provided that the Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Subsidiary of the Borrower, and the Borrower shall be deemed to be a co-applicant, and shall be jointly and severally liable, with respect to each Designated Letter of Credit issued for the account of any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not issue or extend any Letter of Credit if, after giving effect to such issuanceissuance or extension, in the case of the Borrower and the Foreign Subsidiaries other than the French Subsidiary, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect would exceed the L/C Commitment, (ii) the sum of Letters Outstanding Revolving Extensions of Credit (excluding the Outstanding French Party Extensions of Credit) would exceed the Total Revolving Commitments or (iii) the sum of the Multicurrency Revolving Extensions of Credit would exceed $125,000,000the Multicurrency Sublimit and, in the case of the French Borrowers, for the Letters of Credit for the account of the French Subsidiary, the sum of the Outstanding French Party Extensions of Credit would exceed the French Party Commitment. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollarsany one of the Foreign Currencies, requested as specified by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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”)Borrower, and (ii) 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 expire no later than the fifth earlier of (x) the second anniversary of its date of issuance and (y) the date that is five Business Day Days prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit Revolving Termination Date; provided that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant 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 exceed any limits imposed by, any applicable Requirement of Lawin clause (y) above).

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderLenders, upon notice to the Administrative Agent, and in reliance on the agreements of the other Revolving Lenders set forth in subsection Section 3.4(a), agrees agree to continue under this Agreement issue Letters of Credit for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Multicurrency Borrowers on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth date which is five (5) Business Day Days prior to the Maturity Date in such form as may be approved from time to time by such the applicable Issuing Lender; provided that such no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect Revolving Commitment less the sum of Letters the aggregate principal amount of Credit would exceed $125,000,000all outstanding Revolving Loans, all outstanding Non-Cash Management Swingline Loans and the Aggregate Cash Management Swingline Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars or Canadian Dollarsa Permitted Currency in a minimum amount acceptable to the applicable Issuing Lender, requested by the Borrower Representative and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its SubsidiariesCredit Parties, 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 business, (iii) expire on 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) 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 fifth Business Day prior satisfactory to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf Administrative Agent, which date shall be no later than the earlier of (A) five (5) Business Days prior to the applicable Borrower at the time Maturity Date and (B) one year after its date of issuance, each ; provided that any such Letter of Credit shall be governed bymay, (I) by its terms and otherwise consistent with this Agreement, provide for automatic annual renewals and (II) 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 Maturity Date, and shall (iv) be construed subject to the Uniform Customs and/or ISP98, as set forth in accordance withthe Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option . As of the Borrower Representative) Closing Date, each of the Uniform Customs Existing Letters of Credit shall apply to each standby constitute, for all purposes of this Agreement and the other Revolving Loan Documents, a Letter of Credit, Credit issued and the Uniform Customs shall apply to each commercial Letter of Creditoutstanding hereunder. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement issue Letters of Credit for the account of the applicable US Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect Revolving Credit Commitment less the aggregate principal amount of Letters of Credit would exceed $125,000,000all outstanding Loans. 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 Canadian Dollarsa lesser amount acceptable to the Issuing Lender, requested by the Borrower Representative and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent US 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 business, (iii) expire on 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) 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 fifth earlier of (A) five (5) Business Day Days prior to the Revolving Credit Maturity Date and (except B) one year after its date of issuance, and (iv) be subject to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to Uniform Customs and/or ISP98, as set forth in the relevant Issuing Lender). Each Letter of Credit issued Application or as determined by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsand, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option North Carolina. As of the Borrower Representative) Closing Date, each of the Uniform Customs Existing Letters of Credit shall apply to each standby constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit, Credit issued and the Uniform Customs shall apply to each commercial Letter of Creditoutstanding hereunder. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), Chase, as an Issuing Bank, agrees to continue under this Agreement for the account of the applicable Borrower the to hold outstanding Existing Letters of Credit issued by it prior to the date hereof and originally for the account of one of the borrowers party to the Existing Credit Agreement and each Issuing Bank agrees to issue letters of credit (the collectively, whether Existing Letters of Credit or letters of credit to be issued on and after the Restatement Effective Date pursuant to this Section 3the terms hereof, together with the Existing "Letters of Credit, the “Letters of Credit” or “L/Cs”") for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided that such Issuing Lender Bank shall not not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect Available Revolving Credit Commitment of Letters of Credit all the Lenders would exceed $125,000,000be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollarsin a Foreign Currency, requested by provided that the Borrower Representative aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (Ax) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and business otherwise for general corporate needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business (a “"Standby Letter of Credit”) "), or (By) a commercial documentary 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) unless otherwise agreed by expire no later than the Issuing Lender, mature not more than twelve months after earlier of (x) one year from the date of issuance thereof or (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lendery) and, in any event no later than the fifth Business Day five business days prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Termination Date, provided that any Letter of Credit issued by the Issuing Lender shall be deemed to constitute with a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued one-year tenor may provide for the account of renewal thereof for additional one-year periods, which shall in no event extend beyond the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant date referred to arrangements reasonably acceptable to the relevant Issuing Lenderin clause (ii) above. (b) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

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, each the Issuing Lender, in reliance on the 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 applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A sum of the Letters of Credit Extensions, (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed the applicable limitations set forth in subsection 2.1 $[60,000,000] (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving L/C Obligations in respect of any Foreign Backstop Letters of Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect Aggregate Outstanding Revolving Credit of Letters of all the Revolving Credit Lenders would exceed $125,000,000the Revolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or Canadian Dollars, requested by the Borrower Representative any Designated Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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”), (ii) expire no later than five days prior to the Termination Date and (iiiii) unless otherwise agreed by the Issuing LenderAdministrative Agent, mature not more expire no later than twelve months 365 days after the its 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All case of Standby Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and 180 days after its date of issuance in the Uniform Customs shall apply to each commercial Letter case of Commercial Letters of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Creditcollectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers 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 Commitment Period but in no event later than the fifth Business Day day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Aggregate Tranche A aggregate Extensions of Credit Extensions, to the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000. 30,000,00050,000,000 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. (b) Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative Dollars and shall be either (Ai) a standby letter of credit issued to support obligations of the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries (including, for the avoidance of doubt, the OpCo Borrower), 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 Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) Restricted Subsidiaries, or (Bii) 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”)Restricted Subsidiaries, and (ii) unless otherwise agreed by the applicable Issuing LenderLender and, mature not more in the case of clause (B) below, the Administrative Agent, expire no later than twelve months the earlier of (A) one year after the its date of issuance and (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing LenderB) and, in any event no later than the fifth Business Day prior to the Maturity 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 that expires beyond the non-extended Termination Date. (except c) Notwithstanding anything to the extent cash collateralized 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 12-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 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the then-current expiration date at the time of such renewal and (ii) the fifth Business Day prior to the Termination Date; provided that such Issuing Lender shall have no obligation to permit any such renewal if (x) such Issuing Lender has determined that it 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 Subsection 3.2(c) or backstopped otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to arrangements reasonably acceptable the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the relevant Issuing Lender). Administrative Agent or any Borrower that one or more of the applicable conditions specified in Subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate this Subsection 3.1. (d) Each Letter of Credit issued by the an Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection Subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For Borrower or (if required by the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary. (be) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceRepresentative, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Creditcollectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers 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 Commitment Period but in no event later than the fifth Business Day day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Aggregate Tranche A aggregate Extensions of Credit Extensions, to the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000. 30,000,000 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. (b) Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative Dollars and shall be either (Ai) a standby letter of credit issued to support obligations of the Parent Borrower or any of its SubsidiariesRestricted Subsidiaries (including, for the avoidance of doubt, the OpCo Borrower), 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 Subsidiaries incurred in the ordinary course of business (a “Standby Letter of Credit”) Restricted Subsidiaries, or (Bii) 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”)Restricted Subsidiaries, and (ii) unless otherwise agreed by the applicable Issuing LenderLender and, mature not more in the case of clause (B) below, the Administrative Agent, expire no later than twelve months the earlier of (A) one year after the its date of issuance and (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing LenderB) and, in any event no later than the fifth Business Day prior to the Maturity 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 that expires beyond the non-extended Termination Date. (except c) Notwithstanding anything to the extent cash collateralized 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 12-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 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the then-current expiration date at the time of such renewal and (ii) the fifth Business Day prior to the Termination Date; provided that such Issuing Lender shall have no obligation to permit any such renewal if (x) such Issuing Lender has determined that it 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 Subsection 3.2(c) or backstopped otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to arrangements reasonably acceptable the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the relevant Issuing Lender). Administrative Agent or any Borrower that one or more of the applicable conditions specified in Subsection 6.2 are not then satisfied, or that the issuance of such Letter of Credit would violate this Subsection 3.1. (d) Each Letter of Credit issued by the an Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection Subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For Borrower or (if required by the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary. (be) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceRepresentative, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSubsection 2.6(d)(i), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and or after the Restatement Effective Closing Date pursuant to this Section 3Subsection 2.6, together with the Existing Letters of Creditcollectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower and any of its Restricted Subsidiaries on any Business Day during the Initial Revolving Commitment Period Period, but in no event later than the fifth Business Day 30th day prior to the Initial Revolving Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided that such (x) no Issuing Lender Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A L/C Obligations in respect of Letters of Credit Extensions, issued would exceed the applicable limitations set forth L/C Commitment Amount or (ii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in subsection 2.1 effect and (y) a Letter of Credit shall be issued by an Issuing Bank, unless the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s L/C Commitment Amount Individual Sublimit (unless such Issuing Bank agrees to do so in its sole discretion) after giving effect to the issuance of such Letter of Credit (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars any Designated Foreign Currency and the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Borrower Representative has requested that given the applicable Issuing Lender issue Administrative Agent a Letter of Credit Request with respect to any Letter of Credit for purposes of determining compliance with this clause (iSubsection 2.6(a)(i)) or (ii) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000). Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative a Designated Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted 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 Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), it being agreed that (x) Deutsche Bank AG New York Branch, UBS AG, Stamford Branch, Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Royal Bank of Canada and ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Commercial Letters of Credit and (y) ▇▇▇▇▇▇▇▇▇ Finance LLC shall not be obligated to issue any Letter of Credit denominated in any Designated Foreign Currency, in each case unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower, and (ii) unless otherwise agreed by the applicable Issuing LenderBank, mature not more than twelve months after the date of issuance (automatically renewable annually thereafter or for such longer period of time time, in each case, as may be agreed by the relevant Issuing LenderBank) and, in any event event, no later than the fifth five Business Day Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing LenderBank). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, Revolving Commitments and shall be participated in (as more fully described in the following subsection 3.4Subsection 2.6(d)(i)) by the Tranche A Revolving Lenders in accordance with their respective Tranche A Revolving Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (bii) Unless otherwise agreed to by the applicable Issuing Lender Bank and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceBorrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Standby Letter of Credit, and the Uniform Customs shall apply to each commercial Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (ciii) No An Issuing Lender Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. Subject to Section 2.3.1 and the other terms and provisions of this Agreement, the Issuing Lender agrees to issue letters of credit (standby, documentary and trade), in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letter of 1377643.07 Credit”), at the request of and for the account of the Company from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Letter of Credit; provided that (a) 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 outstanding at such time). Subject to the terms foregoing limitations in this Section, and conditions hereofthe other requirements in this Agreement, each the Administrative Agent, the Issuing Lender, in reliance on the agreements Company and each Lender agrees that any letter of credit issued by the other Lenders set forth in subsection 3.4(a), agrees Letter of Credit Issuer prior to continue under the date of this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and Company or any other Loan Party shall, for all purposes, be deemed to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during the Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not issue any a Letter of Credit ifunder this Agreement and under the other Loan Documents, after giving effect to such issuanceincluding, without limitation the following letters of credit: (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect of Letters of Credit would exceed $125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to Company by the applicable Issuing Lender bearing LOC #S580339 in the amount of $325,000.00, naming Safety National Casualty as beneficiary, and bearing an expiry date of April 29, 2008, (ii) the Borrower Representative on behalf outstanding letter of credit issued for the account of the applicable Borrower at Company by the time Issuing Lender bearing LOC #S580338 in the amount of issuance$450,000.00, each Letter of Credit shall be governed bynaming K▇▇▇▇▇ Insurance as beneficiary, and shall be construed in accordance withbearing an expiry date of May 6, 2008, (iii) the laws outstanding letter of credit issued for the account of the State Company by the Issuing Lender bearing LOC #S580337 in the amount of New York$4,730,381.00, naming The Travelers Indemnity Company as beneficiary, and to bearing an expiry date of May 6, 2008, (iv) the extent not prohibited by such laws, outstanding letter of credit issued for the ISP or (at the option account of the Borrower RepresentativeCompany by the Issuing Lender bearing LOC #S599094 in the amount of $230,000, naming Mutual Indemnity Ltd. as beneficiary, bearing an expiry date of June 5, 2008, (v) the Uniform Customs shall apply to each standby Letter outstanding letter of Creditcredit issued for the account of the Company by the Issuing Lender bearing LOC #S599096 in the amount of $1,523,000, naming Lumbermens Mutual Casualty Company as beneficiary, bearing an expiry date of June 5, 2008, (vi) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LOC # S599093 in the amount of $922,494, naming Reliance Insurance Company as beneficiary, bearing an expiry of June 6, 2008, (vii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599259 in the amount of $11,122,500, naming The Travelers Indemnity Company as beneficiary, bearing an expiry of June 6, 2008, (viii) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599337 in the amount of $2,000,000, naming Wal-Mart Stores Inc. as beneficiary, bearing an expiry of June 6, 2008, (ix) the outstanding letter of credit issued for the account of the Company by the Issuing Lender bearing LC #S599095 in the amount of $1,500,000, naming Nova Information Systems, Inc. as beneficiary, bearing an expiry of June 30, 2008, and (x) the Uniform Customs shall apply to each commercial Letter outstanding letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No credit issued for the account of the Company by the Issuing Lender shall at any time issue any Letter bearing LC #S599260 in the amount of Credit hereunder if such issuance would conflict with$596,000, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed bynaming Royal Indemnity Company on Behalf of itself and its Affiliated Companies as beneficiary, any applicable Requirement bearing an expiry of LawJune 6, 2008.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 2.20(e), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower or any of its Subsidiaries or Affiliates on any Business Day during the Commitment Period but in no event later than period from the fifth Business Day prior Closing Date to the Maturity Commitment Termination Date of such Issuing Bank in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) without the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent consent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter Bank, (A) in the case of Credit for purposes of determining compliance with this clause (i)) or (ii) any Principal Issuing Bank, the L/C Obligations in with respect of to Letters of Credit issued by such Principal Issuing Bank would exceed $125,000,000300,000,000 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 (or the Dollar Equivalent thereof, in the case of Alternate Currency Loans or L/C Obligations denominated in an Alternate Currency) would exceed the aggregate amount of the Commitments or (iii) in the event that the Commitment Termination Date shall have been extended pursuant to Section 2.21 with respect to some but not all of the Lenders, the portion of the L/C Obligations attributable to Letters of Credit with expiry dates after any Existing Commitment Termination Date will exceed the portion of the aggregate Commitments attributable to the Commitments of the Lenders with respect to which the Commitment Termination Date shall have been extended beyond such Existing Commitment Termination Date. Each Letter of Credit shall (iA) be denominated in Dollars or Canadian Dollarsany Alternate Currency, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) have a commercial letter face amount 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 at least $1,000,000 (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by the Issuing Lender, mature not more than twelve months after the date of issuance Bank) and (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing LenderC) and, in any event expire no later than the fifth earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Day Days prior to the Maturity Commitment Termination Date of the 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 (except which shall in no event extend beyond the date referred to in clause (y) above). It is agreed that the extent cash collateralized or backstopped Borrower shall have the right from and after the Execution Date to request that any letter of credit issued by a Principal Issuing Bank pursuant to arrangements reasonably acceptable documentation other than this Agreement be deemed (at any time during the Commitment Period of such Principal Issuing Bank) to the relevant Issuing Lender). Each constitute a Letter of Credit issued by under this Agreement, and, provided that all requirements of this Agreement that would then be applicable to the issuance of such letter of credit 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 Section 4.2 and Section 4.3), and with the consent of the applicable Principal Issuing Lender Bank, such letter of credit shall be so deemed to constitute a utilization 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 Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders Administrative Agent with a copy of each such Letter of Credit in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing LenderSection 2.20(b) below. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Commitment Period but in no event later than the fifth Business Day 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A L/C Obligations in respect of Letters of Credit Extensions, issued by such Issuing Bank would exceed the applicable limitations set forth its L/C Commitment Amount (unless such Issuing Bank agrees to do so in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (iits sole discretion)) or , (ii) the L/C Obligations in respect of all Letters of Credit issued hereunder would exceed $125,000,000250.0 million or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted 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 Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by the applicable Issuing LenderBank, 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 LenderBank) and, in any event event, no later than the fifth five Business Day Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing LenderBank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, Revolving Commitments and shall be participated in (as more fully described in the following subsection 3.42.7(d)(i)) by the Tranche A Lenders in accordance with their respective Tranche A Revolving Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (bii) Unless otherwise agreed to by the applicable Issuing Lender Bank and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceBorrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Standby Letter of Credit, and the Uniform Customs shall apply to each commercial Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (ciii) No An Issuing Lender Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a), JPMorgan Chase Bank, as an Issuing Bank, agrees to continue under this Agreement to hold outstanding Existing Letters of Credit issued prior to the date hereof and originally for the account of the applicable Borrower the Existing Letters of Credit issued by it Company and each Issuing Bank agrees to issue letters of credit (the collectively, whether Existing Letters of Credit or letters of credit to be issued on and after the Restatement Effective Date pursuant to this Section 3the terms hereof, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers a requesting Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing LenderBank; provided that such Issuing Lender Bank shall not not, and shall have no obligation to, issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect Available Revolving Credit Commitment of Letters of Credit all the Lenders would exceed $125,000,000be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollarsin a Foreign Currency, requested by provided that the Borrower Representative aggregate face amount of all Letters of Credit denominated in such Foreign Currencies (as determined at the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and shall be either (Ax) a standby letter of credit issued to support obligations of the Parent Borrower Company or any of its Subsidiaries, contingent or otherwiseotherwise for general corporate needs, 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 (By) a commercial documentary letter of credit in respect of the purchase of goods or services by the Parent Borrower Company or any of its Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by expire no later than the Issuing Lender, mature not more than twelve months after earlier of (x) one year from the date of issuance thereof or (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing Lendery) and, in any event no later than the fifth Business Day five business days prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Termination Date, provided that any Letter of Credit issued by the Issuing Lender shall be deemed to constitute with a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued one-year tenor may provide for the account of renewal thereof for additional one-year periods, which shall in no event extend beyond the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant date referred to arrangements reasonably acceptable to the relevant Issuing Lenderin clause (y) above. (b) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.13(a), agrees to continue under this Agreement issue Letters of Credit for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing LenderBank; provided that such the Issuing Lender Bank shall not have no obligation to, and shall not, issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect of Letters of Available Revolving Credit Commitments would exceed $125,000,000. be less than zero. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A1) a standby letter of credit issued to support obligations of the Parent Borrower or any of its SubsidiariesBorrower, contingent or otherwise, which finance in connection with the working capital and or business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business permitted hereunder (a “"Standby Letter of Credit”") or (B2) a commercial letter of credit issued in respect of the purchase of goods or services by the Parent Borrower or any of and its Subsidiaries in the ordinary course of business (a “"Commercial Letter of Credit”"), and ; (ii) unless otherwise agreed by expire no later than the Issuing Lender, mature not more than twelve months earlier of (A) five Business Days prior to the Termination Date and (B) one year after the date of issuance thereof, provided that, subject to clause (automatically renewable annually thereafter or for A) above, any such longer period of time as may be agreed by the relevant Issuing Lender) and, in any event no later than the fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by may, at the request of the Borrower as set forth in the applicable Application or prior to expiration thereof, be automatically renewed on each anniversary of the issuance thereof for an additional period of one year or less unless the Issuing Lender Bank shall be deemed have given prior written notice to constitute a utilization the Borrower and the beneficiary of the Tranche A Commitments, and shall be participated in such Letter of Credit (as more fully described in the following subsection 3.4specified therein) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters that such Letter of Credit issued hereunder shall will not be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain renewed; (iii) have a face amount equal to at least $100,000; and (iv) if it is outstanding and undrawn on the Maturity Date shall Termination Date, be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (bc) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (cd) No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject If, and only if, a beneficiary of any Letter of Credit requested pursuant to Section 3.1 refuses to accept a Syndicated Letter of Credit, the terms and conditions hereof, each Issuing LenderFronting Bank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a)Section 3.2(c) and subject to the other terms and conditions hereof, agrees to continue under this Agreement issue standby letters of credit for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during from the Commitment Period Closing Date to but in no event later than not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lenderthe Fronting Bank; provided provided, that such Issuing Lender (i) the Fronting Bank shall not have no obligation to issue any Fronted Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (iiA) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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”) L/C Commitment or (B) a commercial letter the aggregate principal amount of credit in outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Aggregate Commitment, (ii) an Additional Fronting Bank may only issue Fronted Letters of Credit under this Section 3.2(a) following compliance with Section 3.2(f) with 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”)to such Additional Fronting Bank, and (iiiii) 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 no Additional Fronting Bank shall be agreed by the relevant Issuing Lender) and, in obligated to issue any event no later than the fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Fronted Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credithereunder. The ISP Fronting Bank shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time be obligated to issue any Fronted Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender the Fronting Bank or any Fronted L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing "Letters of Credit, the “Letters of Credit” or “L/Cs”") for the account of the Borrowers Borrower on any Business Day during from the Commitment Period Closing Date through but in no event later than not including the fifth Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or (iia) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000the 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 Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 or Canadian Dollarssuch lesser amount as the Issuing Lender may approve, requested by the Borrower Representative and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent 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 business, (iii) expire on 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) unless otherwise agreed by the Issuing Lender, mature not date no more than twelve (12) months after the date of issuance (automatically renewable annually thereafter or for last renewal of such longer period Letter of time as may Credit, which date shall be agreed by the relevant Issuing Lender) and, in any event no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Date; provided that each Letter of Credit issued initially expiring by its terms more than one year prior to the Revolving Credit Maturity Date may provide that it will be automatically extended for an additional term of twelve (12) months or less (with identical terms as the initial Letter of Credit including, but not limited to, the fees payable on such Letter of Credit) upon its expiration with no additional action on the part of the Borrower and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsand, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement issue Letters of Credit for the account of the applicable US Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during from the Commitment Period Closing Date through but in no event later than the fifth Business Day prior to not including the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided provided, that such the Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect Aggregate Commitment less the aggregate principal amount of Letters of Credit would exceed $125,000,000all outstanding Loans. 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 Canadian Dollarsa lesser amount acceptable to the Issuing Lender, requested by the Borrower Representative and shall (ii) be either (A) a standby letter of credit issued to support obligations of the Parent US 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 business, (iii) expire on 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) 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 fifth earlier of (A) five (5) Business Day Days prior to the Maturity Date and (except B) one year after its date of issuance, and (iv) be subject to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to Uniform Customs and/or ISP98, as set forth in the relevant Issuing Lender). Each Letter of Credit issued Application or as determined by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitmentsand, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance withextent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option North Carolina. As of the Borrower Representative) Closing Date, each of the Uniform Customs Existing Letters of Credit shall apply to each standby constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit, Credit issued and the Uniform Customs shall apply to each commercial Letter of Creditoutstanding hereunder. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of LawCredit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

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, each 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, in reliance on the agreements Company and each Lender agrees that any letter of credit issued by the other Lenders set forth in subsection 3.4(a), agrees Issuing Lender prior to continue under the date of this Agreement for the account of the applicable Borrower the Existing Letters Company or any other Loan Party shall, for all purposes, be deemed to be a Letter of Credit issued by it under this Agreement and to issue letters under the other Loan Documents, including, without limitation, as of credit (the Closing Date, the letters of credit issued listed on and after Exhibit G hereto (the Restatement Effective Date pursuant to this Section 3, together with the “Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers on any Business Day during the Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect of Letters of Credit would exceed $125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) As of the Closing Date, the existing letters of credit set forth on Schedule 5.1 shall be deemed Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in subsection 3.4(aSection 5.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue new letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of any Borrower requesting the Borrowers same and for the benefit of such Borrower or any Subsidiary of such Borrower on any Business Day during from the Commitment Period but in no event later than Closing Date until the fifth date that is ten Business Day Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or L/C Commitment (ii) the L/C Obligations in respect aggregate amount of Letters the Utilized Revolving Commitments would be greater than the Revolving Loan Commitments or (iii) the Utilized Revolving Commitments of Credit such Borrower would exceed $125,000,000such Borrower’s Sublimit. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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) have a face amount of at least $1,000,000 (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 applicable Issuing Lender) and, in any event and expire no later than the fifth earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Day Days prior to the Maturity Date (except to the extent cash collateralized Date; provided, that, if one or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict withhave an expiry date that is later than the Maturity Date, or cause such the relevant Borrower shall, not later than (i) five days preceding the Maturity Date, cash collateralize in accordance with Section 5.9, on terms and conditions satisfactory to the Administrative Agent and Issuing Lender or any Lenders, an amount equal to the L/C Participant Obligations with respect to exceed such Letters of Credit, if the relevant Borrower’s Rating in effect is at least BBB- as published by S&P, is at least Baa3 as published by ▇▇▇▇▇’▇ and is at least BBB- as published by Fitch or (ii) 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 the relevant Borrower’s Rating in effect is lower than BBB- as published by S&P, is lower than Baa3 as published by ▇▇▇▇▇’▇ or is lower than BBB- as published by Fitch; provided, further, that the obligations under this Section 5 in respect of such Letters of Credit of (i) the relevant Borrower shall survive the Maturity Date and shall remain in effect until no Letters of Credit for such Borrower remain outstanding and (ii) each Lender shall be reinstated, to the extent any limits imposed bysuch cash collateral, any applicable Requirement of Lawthe application thereof or reimbursement in respect thereof is required to be returned to the relevant Borrower by an Issuing Lender 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 purposes set forth in Section 10.2(c).

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Commitment Period but in no event later than the fifth Business Day 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A L/C Obligations in respect of Letters of Credit Extensions, issued by such Issuing Bank would exceed the applicable limitations set forth its L/C Commitment Amount (unless such Issuing Bank agrees to do so in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (iits sole discretion)) or , (ii) the L/C Obligations in respect of all Letters of Credit issued hereunder would exceed $125,000,000250.0 million or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted 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 Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by the applicable Issuing LenderBank, 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 LenderBank) and, in any event event, no later than the fifth five Business Day Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing LenderBank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, Revolving Commitments and shall be participated in (as more fully described in the following subsection 3.42.7(d)(i)) by the Tranche A Lenders in accordance with their respective Tranche A Revolving Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (bii) Unless otherwise agreed to by the applicable Issuing Lender Bank and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceBorrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Standby Letter of Credit, and the Uniform Customs shall apply to each commercial Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (ciii) No An Issuing Lender Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.. [[59972986453734]]

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, each the Issuing Lender, in reliance on the 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 applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; provided that such the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A sum of the Letters of Credit Extensions, (other than Foreign Backstop Letters of Credit) and the Dollar Equivalent of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed the applicable limitations set forth in subsection 2.1 $60,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving L/C Obligations in respect of any Foreign Backstop Letters of Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect Aggregate Outstanding Revolving Credit of Letters of all the Revolving Credit Lenders would exceed $125,000,000the Revolving Credit Commitments of all the Revolving Credit Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or Canadian Dollars, requested by the Borrower Representative any Designated Foreign Currency and shall be either (A) a standby letter of credit issued to support obligations of the Parent 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”), (ii) expire no later than five days prior to the Termination Date and (iiiii) unless otherwise agreed by the Issuing LenderAdministrative Agent, mature not more expire no later than twelve months 365 days after the its 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All case of Standby Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and 180 days after its date of issuance in the Uniform Customs shall apply to each commercial Letter case of Commercial Letters of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Subsection 3.4(a), agrees to continue under this Agreement for the account of the applicable 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 Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers 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 Subsidiary or any Related Corporation on any Business Day during the Commitment Period but in no event later than the fifth Business Day (5th) day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Aggregate Tranche A aggregate Extensions of Credit Extensions, to the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000. 150,000,000 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. (b) Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (Ai) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted Subsidiaries, or any Related Corporation, contingent or otherwise, which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries incurred in the ordinary course of business or any Related Corporation (a “Standby Letter of Credit”) ), or (Bii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower or Borrower, any of its Restricted Subsidiaries in the ordinary course of business or any Related Corporation (a “Commercial Letter of CreditL/C”), and (ii) unless otherwise agreed by the applicable 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) Lender and, in any event the case of clause (B) below, the Administrative Agent, expire no later than the earlier of (A) one year after its date of issuance and (B) the fifth (5th) Business Day prior to the Maturity 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 that expires beyond the non-extended Termination Date. (except c) Notwithstanding anything to the extent cash collateralized 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 is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth (5th) Business Day prior to 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 such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Subsection 3.2(c) or backstopped otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to arrangements reasonably acceptable the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the relevant Issuing Lender). Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate Subsection 3.1. (d) Each Letter of Credit issued by the an Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection Subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For Borrower or (if required by the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation. (be) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceParent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter . All Letters of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawshall be issued on a sight basis only.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the 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 applicable 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 Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers 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 Commitment Period but in no event later than the fifth Business Day day prior to the Maturity Termination Date in such form as may be approved from time to time by such the Issuing Lender; provided that such Issuing Lender shall not issue any no Letter of Credit shall be issued if, after giving effect to such issuance, (i) the Aggregate Tranche A aggregate Extensions of Credit Extensions, to the Borrowers would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) or 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $125,000,000. 50.0 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. (b) Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative in an aggregate principal amount no less than $50,000 and shall be either (Ai) 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 incurred in the ordinary course of business (a “Standby Letter of Credit”) ), or (Bii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower Borrower, or any of its Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of CreditL/C”), and (ii) unless otherwise agreed by the applicable Issuing LenderLender and, mature not more in the case of clause (B) below, the Administrative Agent, expire no later than twelve months the earlier of (A) one year after the its date of issuance and (automatically renewable annually thereafter or for such longer period of time as may be agreed by the relevant Issuing LenderB) and, in any event no later than the fifth Business Day prior to the Maturity 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 that expires beyond the non-extended Termination Date. (except c) Notwithstanding anything to the extent cash collateralized 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 is issued. Unless otherwise directed by the applicable Issuing Lender, the applicable Borrower shall not be required to make a specific request to such Issuing Lender for any such renewal. Once an Auto-Renewal L/C has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the renewal of such Letter of Credit at any time to an extended expiry date not later than the earlier of (i) one year from the date of such renewal and (ii) the fifth Business Day prior to 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 such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of subsection 3.2(c) or backstopped otherwise), or (y) it has received notice on or before the day that is two Business Days before the date which has been agreed upon pursuant to arrangements reasonably acceptable the proviso of the first sentence of this clause (c), (1) from the Administrative Agent that any Lender directly affected thereby has elected not to permit such renewal or (2) from the relevant Issuing Lender). Administrative Agent, any Lender or Borrower that one or more of the applicable conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit would violate subsection 3.1. (d) Each Letter of Credit issued by the an Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For Borrower or (if required by the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary. (be) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceParent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, Credit and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter . All Letters of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Lawshall be issued on a sight basis only.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a3.3(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”"LETTERS OF CREDIT") for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing LenderBank; provided that such the Issuing Lender Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) $15,000,000 or (ii) the L/C Obligations in respect aggregate Available Revolving Credit Commitments of Letters of Credit all Lenders would exceed $125,000,000. be less than zero. (b) Each Letter of Credit shall shall: (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative be in a minimum amount of at least $20,000 and shall be either (Ax) a standby letter of credit issued to support obligations of the Parent Borrower or any of and 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 not prohibited hereunder (a “Standby Letter of Credit”) "STANDBY LETTER OF CREDIT"), or (By) a commercial letter of credit issued in respect of the purchase of goods good or services by the Parent Borrower or any of and its Subsidiaries in the ordinary course of business (a “Commercial "COMMERCIAL LETTER OF CREDIT"); and (ii) expire no later than the earlier of (x) 180 days after its issuance (or, 365 days in the case of a Standby Letter of Credit”), and (iiy) 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 fifth Business Day business day prior to the Maturity Date Revolving Credit Termination Date; PROVIDED that the immediately preceding clause (except to x) shall not prevent the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Bank from agreeing that a Letter of Credit issued by will automatically be extended for one or more successive periods not to exceed one year each unless the Issuing Lender Bank elects not to extend for any such additional period; PROVIDED FURTHER that the Issuing Bank shall be deemed deliver a written notice to constitute a utilization 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 Tranche A Commitments"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, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders unless such Event of Default has been waived in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lendersubsection 13.1. (bc) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (cd) No The Issuing Lender Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

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 constitute Letters of Credit hereunder. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such Issuing Lender; provided provided, that such no Issuing Lender shall not have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent aggregate amount of the then outstanding Available Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that 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 respect of Letters of Credit Commitments at such time would exceed $125,000,000be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollarsin euro and (ii) except as otherwise provided in Annex B with respect to certain Existing Letters of Credit, requested by expire no later than the Borrower Representative and shall be either earlier of (Ax) a standby letter of credit issued to support obligations of the Parent Borrower or any first anniversary of its Subsidiaries, contingent or otherwise, date of issuance and (y) the date which finance is five Business Days prior to the working capital and business needs of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business Scheduled Revolving Credit Termination Date; provided that (a “Standby i) any Letter of Credit”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) 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”above), and (ii) 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 fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed under any obligation to constitute issue a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, (Euro) if the laws obligation of the State of New York, and any Lender to the extent not prohibited by make Revolving Credit Euro Loans is suspended at such laws, the ISP time pursuant to Section 2.17 or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this AgreementSection 2.22. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject Prior to the date hereof, Norwest Bank has issued the Letters of Credit listed on Schedule 3.1 (the "Existing Letters of Credit"), and subject to the terms and conditions hereof, each the Lender designated as Issuing LenderLender hereunder, in reliance on the agreements of the other Lenders set forth in subsection Section 3.4(a), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “"Letters of Credit” or “L/Cs”") for the account of the Borrowers Borrower, or for the joint and several account of the Borrower and any Subsidiary, on any Business Day during the Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be requested by the Borrower and approved from time to time by such the Issuing Lender; provided provided, that such approval may not be unreasonably withheld, delayed or conditioned; and provided, further, that the Issuing Lender shall not have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A Credit Extensions, L/C Obligations would exceed the applicable limitations set forth in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (i)) L/C Commitment or (ii) the L/C Obligations in respect of Letters Aggregate Outstanding Extensions of Credit would exceed $125,000,000the aggregate Commitments. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall (ii) be either (Ax) a standby letter of credit issued to support (I) obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, which finance the working capital and or business needs of the Parent Borrower or its Subsidiaries or (II) performance obligations of the Borrower and its Subsidiaries Subsidiaries, in each case, incurred in the ordinary course of business (a “"Standby Letter of Credit”) "), or (By) 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”"), (iii) expire no later than five Business Days prior to the Termination Date and (iiiv) unless otherwise agreed expire no later than 365 days after its date of issuance, provided that any Letter of Credit with a 365-day duration may provide for the renewal thereof at the election of the Borrower (in accordance with procedures to be established by the Issuing Lender, mature ) for additional 365-day periods (which shall 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 expire later than the fifth five Business Day Days prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing LenderTermination Date). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, and shall be participated in (as more fully described in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (b) Unless otherwise agreed to 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 governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No Issuing Lender shall at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (a) Subject to the terms and conditions hereof, each the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in subsection 3.4(a), 3.4 (a) agrees to continue outstanding under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “"Letters of Credit” or “L/Cs”") for the account of each of the Borrowers on any Business Day during the Revolving Credit Commitment Period but in no event later than the fifth Business Day prior to the Maturity Date in such form as may be approved from time to time by such the Issuing Lender; , provided that such the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A sum of the Dollar Equivalent of the then outstanding Revolving Credit Extensions, Loans in any Designated Foreign Currency and the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit would exceed the applicable limitations set forth in subsection 2.1 $50,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars any Designated Foreign Currency and, to the extent applicable, of the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date on which the Parent Borrower Representative has requested that 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 respect of Letters of Credit other than Foreign Backstop Letters of Credit would exceed $125,000,00050,000,000 or (iii) 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 effect. Each Letter of Credit shall (iA) be denominated in Dollars or, in the case of Foreign Backstop Letters of Credit, in Dollars or Canadian Dollars, requested by the Borrower Representative any Designated Foreign Currency and shall be either (Ax) a standby letter of credit issued to support obligations of the Parent 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 (By) 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 (iiB) 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 expire no later than the fifth Business Day prior to the Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A CommitmentsTermination Date, and shall be participated in (as more fully described C) expire no later than 365 days after its date of issuance in the following subsection 3.4) by the Tranche A Lenders in accordance with their respective Tranche A Commitment Percentages. All case of Standby Letters of Credit issued hereunder shall be denominated Credit, and 180 days after its date of issuance in Dollars or Canadian Dollars and shall be issued for the account case of the applicable Borrower. For the avoidance of doubt, any Commercial Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing LenderCredit. (b) Unless otherwise agreed to by the applicable Issuing Lender and the Borrower Representative on behalf of the applicable Borrower at the time of issuance, each Each Letter of Credit shall be governed bysubject to the Uniform Customs and, and shall be construed in accordance withto the extent not inconsistent therewith, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Letter of Credit, and the Uniform Customs shall apply to each commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (c) No The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

L/C Commitment. (ai) Subject to the terms and conditions hereof, each Issuing LenderBank, in reliance on the agreements of the other Lenders set forth in subsection 3.4(a2.7(d)(i), agrees to continue under this Agreement for the account of the applicable Borrower the Existing Letters of Credit issued by it and to issue letters of credit (the letters of credit issued on and after the Restatement Effective Date pursuant to this Section 3, together with the Existing Letters of Credit, the “Letters of Credit” or “L/Cs”) for the account of the Borrowers Borrower or any of its Restricted Subsidiaries (so long as the Borrower is a co-applicant and jointly and severally liable thereunder) on any Business Day during the Initial Revolving Commitment Period but in no event later than the fifth Business Day 30th day prior to the Initial Revolving Maturity Date (unless otherwise agreed by the applicable Issuing Bank) in such form as may be approved from time to time by such Issuing LenderBank; provided that such no Issuing Lender Bank shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the Aggregate Tranche A L/C Obligations in respect of Letters of Credit Extensions, issued by such Issuing Bank would exceed the applicable limitations set forth its L/C Commitment Amount (unless such Issuing Bank agrees to do so in subsection 2.1 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in Canadian Dollars on the date on which the Borrower Representative has requested that the applicable Issuing Lender issue a Letter of Credit for purposes of determining compliance with this clause (iits sole discretion)) or , (ii) the L/C Obligations in respect of all Letters of Credit issued hereunder would exceed $125,000,000250.0 million or (iii) the Aggregate Outstanding Revolving Credit of all the Revolving Lenders would exceed the Revolving Commitments of all the Revolving Lenders then in effect. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, requested by the Borrower Representative and shall be either (A) a standby letter of credit issued to support obligations of the Parent Borrower or any of its Restricted 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 Restricted Subsidiaries in the ordinary course of business (a “Commercial Letter of Credit”), and (ii) unless otherwise agreed by the applicable Issuing LenderBank, 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 LenderBank) and, in any event event, no later than the fifth five Business Day Days prior to the Initial Revolving Maturity Date (except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing LenderBank). If the Issuing Bank is ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, Citizens Bank, N.A., Fifth Third Bank, National Association or Regions Bank, such Issuing Bank shall not be obligated to issue any Commercial Letters of Credit unless separately agreed between such Issuing Bank (in its sole discretion) and the Borrower. Each Letter of Credit issued by the Issuing Lender shall be deemed to constitute a utilization of the Tranche A Commitments, Revolving Commitments and shall be participated in (as more fully described in the following subsection 3.42.7(d)(i)) by the Tranche A Lenders in accordance with their respective Tranche A Revolving Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars or Canadian Dollars and shall be issued for the account of the applicable Borrower. For the avoidance of doubt, any Letters of Credit that remain outstanding and undrawn on the Maturity Date shall be either cash collateralized, backstopped or otherwise provided for pursuant to arrangements reasonably acceptable to the relevant Issuing Lender. (bii) Unless otherwise agreed to by the applicable Issuing Lender Bank and the Borrower Representative on behalf of the applicable Borrower at the time of issuanceBorrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York, and to the extent not prohibited by such laws, the ISP or (at the option of the Borrower Representative) the Uniform Customs shall apply to each standby Standby Letter of Credit, and the Uniform Customs shall apply to each commercial Commercial Letter of Credit. The ISP shall not in any event apply to this Agreement. (ciii) No An Issuing Lender Bank shall not at any time issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender Bank or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.. [[5629054]]