Common use of L/C Commitment Clause in Contracts

L/C Commitment. Subject to the terms and conditions hereof, the Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Lender; provided, that the Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, (ii) be a standby letter of credit issued to support obligations of Parent or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed any limits imposed by, any Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1y) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)Maturity Date, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the provided that any Letter of Credit Application or as determined by with a one-year term may provide for the Lender and, renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the extent not inconsistent therewith, the laws of the State of New York. in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law. References herein ; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1y) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)Maturity Date, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the provided that any Letter of Credit Application or as determined by with a one-year term may provide for the Lender and, renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the extent not inconsistent therewith, the laws of the State of New York. in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law. References herein ; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Lender agreements of the other Lenders set forth in subsection 4.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent theany Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Commitment Period in such form as may be approved from time to time by the applicable Issuing Lender; provided, provided that the an Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (ai) the L/C Obligations would exceed the L/C Commitment, (ii) such Issuing Lender’s Aggregate Revolving Extensions of Credit Outstandings shall exceed its Revolving Credit Commitment or (biii) the Aggregate Revolving Credit Outstandings of all Lenders would exceed the Aggregate Revolving Credit CommitmentCommitments. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter of credit issued to support obligations of Parent or any of its Subsidiaries, contingent or otherwise, incurred in expire no later than the ordinary course of business, (iii) be in a form satisfactory date that is one Business Day prior to the LenderTermination Date, (iv) expire on a unless all the Lenders have approved the expiry date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the or such Letter of Credit Application or other documentation shall have been cash collateralized in a manner acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the Letter . The Existing Letters of Credit Application or as determined by will be deemed Letters of Credit issued on the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Closing Date for all purposes hereunder. (b) 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 the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, the Issuing Lender agrees to issue commercial letters of credit and standby letters of credit (the collectively, “Letters of Credit”) for the account of Parent the U.S. Borrower on any Business Day from the Closing Date through to but not including the fifth (5th) Business Day prior to the Letter of Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, if (a) after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) prior to such issuance, the Revolving U.S. Borrower has not deposited with the Administrative Agent an amount in Dollars (or other liquid assets acceptable to the Administrative Agent (in its sole discretion) subject to the Administrative Agent’s standard advance rates or margin requirements for such liquid assets) equal to the face amount of such Letter of Credit Outstandings would exceed to be issued (the Revolving Credit Commitment“L/C Deposit”). Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be of $25,000 (or such lesser amount as agreed to by the Issuing Lender), (ii) be a commercial letter of credit or standby letter of credit issued to support obligations of Parent the U.S. Borrower or any of its Domestic Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date that is no more later than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) one-year periods pursuant to the terms anniversary of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (viv) be subject to the Uniform Customs or ISP98(for commercial letters of credit) and/or ISP98 (for standby letters of credit), as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. 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 the Issuing Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, the Lender Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “"Letters of Credit”") for the account of Parent the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount acceptable to be agreed to by the Issuing Lender, ; (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant satisfactory to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (viv) be subject to the Uniform Customs or ISP98and/or ISPA 98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina. 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. (i) Prior to the Closing Date, the Existing Issuing Bank has issued the Existing Letters of Credit which, from and after the Closing Date, shall constitute Letters of Credit hereunder. (ii) Subject to the terms and conditions hereofhereof (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the issuance of each Letter of Credit)), each Issuing Bank, in reliance on the Lender agreements of the other Banks set forth in Section 2.5(d), agrees to issue standby letters of credit (together with the Existing Letters of Credit, the “Letters of Credit”) for the account of Parent the Borrower in support of obligations (including performance, bid and similar bonding obligations and credit enhancement) of the Borrower and its Affiliates on any Business Day from on or after the Closing Date through but not including the fifth (5th) Business Day and prior to the Maturity Termination Date in such form as may be approved from time to time by the Lendersuch Issuing Bank; provided, provided that the Lender no Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (aA) the L/C Obligations would exceed the L/C Commitment or (bB) the Revolving Total Outstanding Extensions of Credit Outstandings then outstanding would exceed the Revolving Total Commitments then in effect and provided, further, that neither JPMorgan Chase Bank, N.A. nor Bank of America, N.A. shall be required, without the consent of such Issuing Bank, to issue Letters of Credit Commitment. in excess of $100,000,000 at any time outstanding for each such Issuing Bank. (iii) Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, (ii) Dollars and shall be a standby letter of credit issued to support obligations of Parent the Borrower or any of its SubsidiariesAffiliates, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) and expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth Maturity Date. (5thiv) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Lender No Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender such Issuing Bank or any L/C Participant to exceed any limits imposed on such Issuing Bank by, any applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “"Letters of Credit”") for the account of Parent the Borrower on any Business Day from the Closing Date through to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the aggregate amount of L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings aggregate amount of L/C Obligations would exceed the Revolving Credit CommitmentBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date that is no more later than the earlier of (A) twelve (12) or thirteen (13) months (as requested by the Original Borrower) after the date of issuance or last renewal of such Letter of Credit Credit, and (subject to automatic renewal for additional one (1B) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (viv) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. The 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 the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the 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) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1y) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)Maturity Date, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the provided that any Letter of Credit Application or as determined by with a one-year term may provide for the Lender and, renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the extent not inconsistent therewith, the laws of the State of New York. in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law. References herein ; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; NY-2355188 (v) such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or (vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. Subject to the terms and conditions hereof, the Lender Issuing Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”"LETTERS OF CREDIT") for the account of Parent the Borrowers on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Revolving Credit Termination Date in such form as may be approved from time to time by the Issuing Lender; providedPROVIDED, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of the L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be agreed to by the Lenderof $1,000,000, (ii) be a standby letter of credit issued to support obligations of Parent or any of its SubsidiariesBorrower, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory have an original expiry date of, or prior to the Lender, (iv) expire on a that date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional which is one (1) year periods pursuant to from the terms date of the Letter of Credit Application issuance, (iv) as originally issued or other documentation acceptable to the Lender)extended, which have an expiry date shall be no later than the fifth (5th) Business Day on, or prior to the Maturity Revolving Credit Termination Date and (v) be subject to the Uniform Customs or ISP98and/or ISPA98, as set forth applicable in the Letter sole discretion of Credit Application or as determined by the Lender Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York. 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” "ISSUE" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “"Letters of Credit”") for the account of Parent the Borrower on any Business Day from the Closing Date through to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the aggregate amount of L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings aggregate amount of L/C Obligations would exceed the Revolving Credit CommitmentBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date that is no more later than the earlier of (A) twelve (12) or thirteen (13) months (as requested by the Borrower) after the date of issuance or last renewal of such Letter of Credit Credit, and (subject to automatic renewal for additional one (1B) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (viv) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. The 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 the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the 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. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Lender agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from the Closing Date through to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that the no Issuing Lender shall have no any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the aggregate amount of L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings aggregate amount of L/C Obligations would exceed the Revolving Credit CommitmentBorrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be of $100,000 (or such lesser amount as agreed to by the applicable Issuing Lender), (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date that is no more later than the earlier of (A) twelve (12) or thirteen (13) months (as requested by the Borrower) after the date of issuance or last renewal of such Letter of Credit Credit, and (subject to automatic renewal for additional one (1B) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (viv) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender ISP98 and, to the extent not inconsistent therewith, the laws of the State of New York. The 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 the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the 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. i. Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1y) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)Maturity Date, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the provided that any Letter of Credit Application or as determined by with a one-year term may provide for the Lender and, renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the extent not inconsistent therewith, the laws of the State of New Yorkin clause (y) above). ii. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: 1. such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law; 2. References herein any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; 3. the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; 4. any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; 5. such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; 6. except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $500,000; or sf-5537426 7. any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such and (y) the Letter of Credit Maturity Date, provided that any Letter of Credit with a one (subject to automatic 1) year term may provide for the renewal thereof for additional one (1) year periods pursuant (which shall in no event extend beyond the date referred to the terms of the Letter of Credit Application or other documentation acceptable to the Lenderin clause (y) above), which date shall be no later than the fifth . (5thb) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law. References herein ; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requiresIssuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.24(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Exposure as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from during the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date Letter of Credit Availability Period in such form as may reasonably be approved from time to time by the Issuing Lender; provided, provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations Exposure would exceed either the Total L/C Commitments or the Available Revolving Commitment or (b) at such time. Unless otherwise agreed to by the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Administrative Agent in its sole discretion, each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, Dollars and (ii) be a standby letter expire no later than the earlier of credit issued to support obligations of Parent or any (x) the first anniversary of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1y) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)Maturity Date, which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the provided that any Letter of Credit Application or as determined by with a one-year term may provide for the Lender and, renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to the extent not inconsistent therewith, the laws of the State of New York. in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if if: (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Lender to exceed any limits imposed by, any applicable Requirement of Law. References herein ; (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to “issue” and derivations thereof enjoin or restrain the Issuing Lender from issuing, amending or reinstating such Letter of Credit, or any law, rule or regulation applicable to the Issuing Lender or any request, guideline or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, amendment, renewal or reinstatement of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to Letters such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (iii) the Issuing Lender has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or reinstatement of such Letter of Credit, that one or more of the applicable conditions contained in Section 5.2 shall not then be satisfied; (iv) any requested Letter of Credit is not in form and substance acceptable to the Issuing Lender, or the issuance, amendment or renewal of a Letter of Credit shall also include extensions violate any applicable laws or modifications regulations or any applicable policies of the Issuing Lender; (v) such Letter of Credit contains any outstanding Letters provisions providing for automatic reinstatement of Creditthe stated amount after any drawing thereunder; (vi) except as otherwise agreed by the Administrative Agent and the Issuing Lender, such Letter of Credit is in an initial face amount less than $250,000; or (vii) any Lender is at that time a Defaulting Lender, unless the context otherwise requires.Issuing Lender has entered into arrangements, including the delivery of Cash Collateral pursuant to Section 3.10, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to

L/C Commitment. Subject to the terms and conditions -------------- hereof, the Lender Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “"Letters of Credit”") for the account of Parent the Borrowers on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity L/C Facility Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, that -------- the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed (a) the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit CommitmentAvailable Commitment of any Lender. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be agreed to by the Lenderof $50,000, (ii) be a standby letter of credit issued to support obligations of Parent or any of its SubsidiariesBorrower, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be no more later than the earlier of (A) the date that is twelve (12) months after the date of issuance or last thereof (provided that any Letter of Credit may be automatically renewable for additional twelve (12) month periods so long as no such renewal of shall cause such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which terminate on a date shall be no that is later than the fifth Revolving Credit Termination Date) and (5thB) Business Day prior to the Maturity Revolving Credit Termination Date and (viv) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina. 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding existing Letters of Credit, unless the context otherwise requires.

L/C Commitment. 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 Fronting Bank, in reliance on the agreements of the other Lenders set forth in Section 3.2(c) and subject to the other terms and conditions hereof, the Lender agrees to issue standby letters of credit (the “Fronted Letters of Credit”) for the account of Parent the Borrowers on any Business Day from the Closing Date through to but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the LenderFronting Bank; provided, that the Lender Fronting Bank shall have no obligation to issue any Fronted Letter of Credit if, after giving effect to such issuance, (a) 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 plus the aggregate principal amount of outstanding Competitive Bid Loans would exceed the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, (ii) be a standby letter of credit issued to support obligations of Parent or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Lender Fronting Bank shall not at any time be obligated to issue any Fronted Letter of Credit hereunder if such issuance would conflict with, or cause the Lender Fronting Bank or any Fronted L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the 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 Fronted Letter of Credit issued and outstanding hereunder.

L/C Commitment. Subject to the terms and conditions hereof, the Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Lender; provided, that the Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be of $100,000, (or such lesser amount as agreed to by the Lender), (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (viv) be subject to the Uniform Customs or and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Lender to exceed any limits imposed by, any Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, the Lender Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of Parent the Borrower on any Business Day from and after the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed an amount equal to the Revolving Credit CommitmentCommitments. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount acceptable to be agreed to by the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after agreed upon by the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to Borrower and the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (viv) be subject to the Uniform Customs or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the Lender 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 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 Parent the Borrowers on any Business Day from during the Closing Date through Commitment Period but not including in no event later than the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided, provided that the such Issuing Lender shall have no obligation to not issue any Letter of Credit if, after giving effect to such issuance, (ai) 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 the L/C Commitment or (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment$125,000,000. Each Letter of Credit shall (i) be denominated in Dollars or Canadian Dollars, Euros or Sterling in a minimum amount to be agreed to requested by the Lender, Borrower Representative and shall be either (iiA) be 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 businessbusiness (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 (iiiii) be in a form satisfactory to unless otherwise agreed by the Issuing Lender, (iv) expire on a date no mature not more than twelve (12) months after the date of issuance (automatically renewable annually thereafter or last renewal for such longer period of such Letter of Credit (subject to automatic renewal for additional one (1time as may be agreed by the relevant Issuing Lender) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender)and, which date shall be in any event no later than the fifth (5th) Business Day prior to the Maturity Date and (v) be subject except to the Uniform Customs extent cash collateralized or ISP98, as set forth in backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender). Each Letter of Credit Application or as determined issued by the Issuing Lender andshall 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 extent not inconsistent therewithrelevant 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 not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

L/C Commitment. Subject to the terms and conditions hereof, the Lender Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “"Letters of Credit”") for the account of Parent the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Outstandings Loans, plus the sum of all outstanding Competitive Bid Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Aggregate Commitment. Each Letter of Credit shall (i) be denominated in Dollars, Euros or Sterling Dollars in a minimum amount to be agreed to by the Lenderof $250,000, (ii) be a standby letter of credit issued to support obligations of Parent the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant satisfactory to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the fifth earlier of (5tha) Business Day prior to one (1) year after the date of issuance or (b) the Maturity Date and (viv) be subject to the Uniform Customs or ISP98or, as set forth in at the Letter of Credit Application or as determined by Administrative Agent's option, the Lender International Standby Practices 1998 and, to the extent not inconsistent therewith, the laws of the State of New YorkNorth Carolina. 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 the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “"issue” " and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding 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 Lender agreements of the other Revolving Credit Lenders set forth in Subsection 3.4(a), agrees to continue under this Agreement for the account of the Parent Borrower the Existing Letters of Credit issued by it and to issue standby letters of credit (the letters of credit issued on and after the Closing Date pursuant to this Section 3, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of Parent the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation on any Business Day from during the Closing Date through Commitment Period but not including in no event later than the fifth (5th) Business Day day prior to the Maturity Termination Date in such form as may be approved from time to time by the Issuing Lender; provided, provided that the Lender shall have no obligation to issue any Letter of Credit shall be issued if, after giving effect to such issuance, (ai) the aggregate Extensions of Credit to the Borrowers would exceed the applicable limitations set forth in Subsection 2.1, (ii) the L/C Obligations in respect of Letters of Credit would exceed $150,000,000 or (iii) the Aggregate Outstanding Credit of all the Revolving Credit Lenders would exceed the L/C Commitment or Commitments of all the Revolving Credit Lenders then in effect. (b) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall be denominated in Dollars and shall be either (i) be denominated in Dollars, Euros or Sterling in a minimum amount to be agreed to by the Lender, (ii) be 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, incurred which finance or otherwise arise in connection with the working capital and business needs of the Parent Borrower, its Restricted Subsidiaries or any Related Corporation, and for general corporate purposes, of the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Standby Letter of Credit”), or (ii) a commercial letter of credit in respect of the purchase of goods or services by the Parent Borrower, any of its Restricted Subsidiaries or any Related Corporation (a “Commercial L/C”), and unless otherwise agreed by the applicable Issuing Lender and, in the ordinary course case of businessclause (B) below, the Administrative Agent, expire no later than the earlier of (iiiA) be in a form satisfactory to the Lender, (iv) expire on a date no more than twelve (12) months one year after the its date of issuance or last renewal of such Letter of Credit and (subject to automatic renewal for additional one (1B) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Lender), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Termination Date; provided that, notwithstanding any extension of the Termination Date and (v) pursuant to Subsection 2.8, unless otherwise agreed, no Issuing Lender shall be subject obligated to the Uniform Customs or ISP98, as set forth in the issue a Letter of Credit Application or as determined that expires beyond the non-extended Termination Date. (c) Notwithstanding anything to the contrary in Subsection 3.1(b), if the Borrower Representative so requests in any L/C Request, the applicable Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal L/C”); provided that any such Auto-Renewal L/C must permit the applicable Issuing Lender to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit 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 andfor 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 extent Termination Date; provided that such Issuing Lender shall not inconsistent therewithpermit 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 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 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 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 an Issuing Lender shall be deemed to constitute a utilization of the Commitments, and shall be participated in (as more fully described in the following Subsection 3.4) by the Lenders in accordance with their respective Commitment Percentages. All Letters of Credit issued hereunder shall be denominated in Dollars and shall be issued for the account of the applicable Borrower or (if required by the applicable Issuing Lender, so long as a Borrower is a co-applicant and jointly and severally liable thereunder) any Subsidiary or any Related Corporation. (e) Unless otherwise agreed by the applicable Issuing Lender and the Parent Borrower, each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New York. The Lender , and to the extent not prohibited by such laws, the ISP shall not at any time be obligated apply to issue any each standby Letter of Credit hereunder if such issuance would conflict with, or cause and the Lender Uniform Customs shall apply to exceed each commercial Letter of Credit. The ISP shall not in any limits imposed by, any Lawevent apply to this Agreement. References herein to “issue” and derivations thereof with respect to All Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requiresbe issued on a sight basis only.